• This presentation contains forward-looking statements. All statements other than statements of historical facts contained in this presentation, including statements regarding InterCloud’s future results of operations and financial position, financial targets, business strategy, plans and objectives for future operations, are forward-looking statements. The Company has based these forward-looking statements largely on its current estimates of its financial results and its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs as of the date of this presentation. These forward-looking statements are subject to a number of risks, uncertainties and assumptions. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for Company management to predict all risks, nor can the Company assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward- looking statements.

• More detailed information about the risk factors affecting the Company’s performance is available under the heading “Risk Factors” in Item 1A. in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, which is available on the Securities and Exchange Commission’s website, www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analyses only as of the date hereof. The Company neither intends to, nor assumes any obligation to, update or revise these forward-looking statements in light of developments that differ from those anticipated.

Statement on Pro Forma Financials

• The pro forma condensed consolidated financial information included in this prospectus is constructed from the separate financial statements of the Company, its wholly owned subsidiaries and its targeted acquisition(s), and may not represent the financial information that would result from operations of the combined companies. In addition, the pro forma condensed consolidated financial information included in this free-writing prospectus is based in part on certain assumptions that the Company believes are reasonable. The Company cannot assure you that our assumptions will prove to be accurate over time. Accordingly, the historical and pro forma condensed consolidated financial information included may not reflect what the Company’s results of operations and financial condition would have been had we been a combined entity during the periods presented, or what the Company’s results of operations and financial condition will be in the future. The challenge of integrating previously independent businesses makes evaluating our business and our future financial prospects difficult. The Company’s potential for future business success and operating profitability must be considered in light of the risks, uncertainties, expenses and difficulties typically encountered by recently combined companies.

Disclaimers

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Company OverviewInterCloud is a “Cloud Integrator” providingIT technology solutions to the enterprise,service provider, and government markets through“Cloud Platforms” and professional services.These unique building blocks will enable our customersto reduce costs, increase efficiencies and take advantageof emerging cloud applications in InterCloud’s outsourcedmanaged services model.

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Proprietary Cloud Platform

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• Platform is built around “Cloud Stack” at the core Scalable, virtualized, low cost software, pay per use, broad network access

• Unique capabilities due to 100% open source architecture• Fully redundant cloud infrastructure in place Google DC, 200 Paul SF, San Jose and Clifton, NJ Expand to Atlanta, Chicago, Ireland, Asia, Dubai, Europe

• Branded products and services “Ownspace” – HiPPA compliant File sharing and storage product/ private secure Communications-as-a-service/UC – Hosted PBX Ad audit system Client notification system – Education

• Existing customers

Key Information• Headquarters: Red Bank, NJ• Office locations: Atlanta, Tampa, Miami, Orlando, Chicago, Dallas, Parsippany NJ, Los Angeles

• Current Annual Pro-forma Revenue: $87 Million

• Current Annual Pro-forma adjusted EBITDA: $8.2 Million

• Offering ‘Cloud Solutions’ via our proprietary platform

• Providing professional engineering services onsite/offsite

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Value Proposition - Investors

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• Proven track record of growth and profitability - recurring revenues• Cloud Services is in its “infancy stages” of the growth curve (IDC)• Unique capabilities in private, hybrid and public cloud• Unified business model - cross selling and upselling

Faster revenue growth through existing client base Margin expansion in existing and new clients

• A direct provider of Cloud solutions: greater control and flexibility for customer needs and price competitiveness • Strategic partnerships with top industry players• Successful management team, invested and committed

Enterprise Carrier/Service Provider

Longstanding Customer Relationships

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Industry Growth Trends• PaaS – 26.6% CAGR to $6.45B in 2016 (Gartner)

• PaaS – only 100 platforms worldwide in 2012 (IDC)

• IaaS – 41% CAGR to $4B by 2016 (Gartner)

• SaaS – 24% CAGR to $67B 2016 (IDC)

• SDN – $360M to $3.7B from 2013 - 2016 (IDC)

• Small Cell – 73% YOY CAGR to $16B by 2016 (Infonetics)

• Mobile data traffic will increase 13 - fold in the next 5 years

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Cloud and Managed Services

Industries’ third platform for growth and innovation

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2nd Platform: Infrastructure 1.0LAN/Internet - Client/Server

PC

Cloud Services - Big Data Analytics - VirtualizationOpex Model - Meta OrchestrationCommodity Gear/Open Systems

Elastic Infrastructure

3rd Platform: Infrastructure 2.0

Mobile Devicesand Apps

1st Platform: Infrastructure 1.0Mainframe - Terminal

Billions of usersCIOs - LOBs - EnterprisesSMBs - SPs - Customers Emerging Markets

Millions ofApps - Services - Information

Content - Experiences

Hundreds ofMillions of Users

Tens ofThousands of Apps

Millions of Users Thousands of Apps

Value Proposition - Customers

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• Reduce costs Lower IT total cost of ownership

• De-Risk Convert fixed capital to variable operational cost

• Agility The infrastructure can be provisioned quickly and be available for the users in minutes - improving time to market

• Global Scale The compute resources can be deployed across different parts of the globe

• On-going 24/7 Support Global professional services team of over 300 engineers

InterCloud Design Advantages• SLA based private/public Cloud Services:Compute, Network and Storage 99.99%

• Co-located in the biggest carrier hotel in the United States(NYC, San Francisco, Santa Clara)

• Cloud Infrastructure built on Tier 1 vendors: HP, Brocade, Intel, etc.

• Fully redundant and diverse Cloud Architecture

• Highly customizable and scalable architecture to meet customers’unique requirements, complimented by professional services

Official Cloud Partner

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Case StudyInterCloud Cloud Service IAAS (Infrastructure as a Service): Server Consolidation with reduced CAPEX ModelProject Name: Global retailer: Infrastructure as a Service.

Project Description: - retailer owns 8 top brands- integrate and consolidate the IT organizations of the acquisitions- private cloud architecture over dedicated circuit

Technology Skill Set: - Microsoft SQL, cloud stack, xen, Cisco networking

Benefit to Client: - highly scalable compute resources - elastic resource requirements - move point of sale platform to IaaS model and will save millions on credit card processing

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Go-to-Market Strategy

Direct End Customers• Direct sales to enterprise and service providers• Cross-sell and up-sell synergies

Channel Partners• Tier 2 & 3 service providers - white label• Value added resellers• Applications developers• National wholesalers

Indirect

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Professional Services

ProfessionalServices

STRATEGY

BUSINESS PLANNING

TECHNOLOGY PLANNING

OPERATIONS PLANNING

OBS/BSSCUSTOM SOFTWARE, SYSTEMS INTEGRATION

NETWORK INFRASTRUCTUREENGINEERING, CONSTRUCTION, TEST INTEGRATION

LIFE CYCLE MANAGEMENTFIELD AND NOC SERVICES

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Turn Key Solutions

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Provide our clients with short and long term, high valueprofessional management solutions• Focused on achieving targeted results• Measurable performance results for your business• Extensive experience in multi-vendor/multi technology environments• Experience in Cloud computing, network integration, network operations, software development, hardware development, IPV6, & network convergence

• Outsourced managed services solutions designed to improve service delivery & reduce costs for our clients

Our teams offer fixed price, time and materials project implementation on premise, or at our facilities

Case StudyProfessional Services:Music Group: Global SSLVPN DeploymentProject Name: Global SSLVPN Design and Deployment.

Project Description: Music Group with offices in NYC, Burbank, London, Hamburg,Hong Kong, Sydney and Tokyo. InterCloud designed a Juniper SSLVPN solution.

Benefit to Client: SSLVPN Engineer designed a system with critical features; Host Checker,AD Integration, Resource Profiles and Policies, Certificate Integration and Network Location to increase the security of Juniper MAGs and user connections.

Technology/Skill Sets: Juniper MAG SSLVPN, Microsoft AD integration,TCP/IP, Wireshark,OSI Application Layers, Triple A, SSL Certificate, TCP/UDP ACL’s, JSAM, WSAM, Single Sign On, Public Key Infrastructure (PKI), Security Assertion Markup Language (SAML).

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Financials

Pro-Forma Income Statement with IPC

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(figures in $000) 9 Months ended September 30, 2013

Revenues 64,340

Cost of Revenue 45,714

Gross Margin 18,626

Operating Expenses 13,352

Adjusted EBITDA 5,274

Depreciation and Amortization 846

Stock Compensation 157

Income from Operations 4,271

Taxes and Other Expense -3,494

Net Income 777

InterCloud 2013 vs 2012 Balance Sheet

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(figures in $000) September. 30, 2013

Assets

Cash $3,361

Accounts Receivable 11,152

Prepaid Assets 4,139

Current Assets 18,652

Net Fixed Assets and Intangibles 38,240

Other Assets 1,591

Total Assets 58,483

Liabilities and Stockholders' Equity

Current Liabilities 26,085

Long Term Debt 15,652

Total Liabilities 41,737

Redeemable Common and Preferred Stock 9,687

Stockholders' Equity (Deficit)

Share Capital 20,582

Retained Earnings (Deficit) (13,523)

Stockholders' Equity (Deficit) 7,059

Total Liabilities and Stockholders' Equity (Deficit) $58,483

December. 31, 2012December. 31, 2012

$647

8,482

1,05510,184

30,034

1,64841,866

13,410

15,16028,570

16,585

9,167

(12,456)(3,289)

$41,866

Comparable Companies

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InterCloud Investment HighlightsMarkets with High Growth Potential

Proven Ability to Sell and Support Fortune 1,000 Accountsand Tier 1,2,3 carriers

Established Company Track Record

Replicable, Scalable, Services Modelwith Industry Leading Strategic Partnerships

Proven Management Team with Over 170 years of Combined Executive Leadership Experience

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Strategic Guidance Presentation

Key ExecutivesOver 170 years in High Tech Executive ExperienceMark E. Munro (Chairman & CEO)• Partner Munro Capital Inc., a private equity fund and investor in ICLD. Chairman Vaultlogix, a cloud based online data

backup company. Founder of Eastern Telecom Inc., a telecom outsourcing business in the 1990s.

Frank Jadevaia (President)• CEO and Founder of Integration Partners - NY, a leading solutions provider to enterprise and service provider

markets. VP Sales Nortel Networks, sales and leadership roles at Bay Networks and Wellfleet Communications,multiple venture-backed start-up company experience.

Roger Ponder (COO)• President Time Warner MidWest. President Oceanic, a broadband company in Hawaii. VP strategic planning Time Warner Telecom.

Dan Sullivan (CFO)• CFO Munro Capital Inc., a private equity fund focused on investing in small growth companies.

CFO of Vaultlogix, a cloud based online data backup company. Public accounting experience.

Scott Davis (EVP Sales)• President, Nottingham Enterprises - an IT services and outsourcing firm. Former Senior Executive of Xeta

Technologies, a publicly traded managed services provider sold to Paetec in 2010. Nortel Networks and DSC.

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