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Corporate strategy

InterCloud Systems

www.intercloudsys.com© 2015 InterCloud Systems. Proprietary and confidential. See disclaimer for details

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 the Company’s

filings with the Securities and Exchange Commission (the “SEC”), which are available on the SEC’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.

SecurityCloud On Boarding

Network as a Service

BackupAnalytics

Hosted Software

Secure Net Transport

Cloud-to-Cloud Mobility

Compute Storage

InterCloud is a technology company with a

complete Hybrid Cloud Eco-System. We

provide an enhanced set of cloud-based

services including virtualized networking, a

state of the art security and analytics system,

as well as principal cloud services.

Founded: 2010, Public (ICLD:NASDAQ),

Employees: 450+

Revenue by segment (in millions): Application and

infrastructure: $15,660, Professional Services:

$20,699, Cloud and Managed Services: $16,102.

Total - $52,461 (9/30/2014)


Application Deployment Components

Unified Orchestration

Orchestration, Management, Automated Deployment

Troubleshooting, Cloud-to-Cloud Instant mobility

Security, Backup, Zero-downtime Environment

InterCloud’s Unified Orchestration Layer allows simultaneousdeployment of Distributed

Applications to multiple Cloud Platforms – Public and Private

- Parallel Deployment and Management on multiple cloud platforms (Public and Private)

- Native Support of Containerization technology for Instant Cloud-to-Cloud mobility

Automated Deployment and Management utilizing Unified

Orchestration Layer is error-free, instantaneous, with built-in

scalability and high-availabilityfunctions.


From Hardware-Based Networking to Virtualized, Cloud-based, Integrated IaaS/”In-the-box” Networking

By 2017, enterprise spending on the cloud

will amount to a projected $235.1 billion,

triple the $78.2 billion in 2011, as shown in

the figure above *

* IHS Technology publication “Cloud- Related Spending by Businesses to Triple from 2011

to 2017”, Feb 2014

The top three technologies that have the most potential

for positive Return on Investment (ROI) are analytics

and Big Data (65%), cloud computing (48%) and

mobility (43%)**

** Accenture 2014 North America Digital Mining Survey”, Mar 2014

By 2017, IDC expects public IT cloud services will drive

17% of the IT product spending and nearly half of all

growth across five technology categories: applications,

system infrastructure software, platform as a service

(PaaS), servers, and basic services.***

*** IDC Cloud Research, http://www.idc.com/prodserv/FourPillars/Cloud/index.jsp


From Hardware-Based Networking to Virtualized, Cloud-based, Integrated IaaS/”In-the-box” Networking

- Legacy CPUs and architecture (slow)- Black box, No layered access (hard to

integrate with)- Integrated hardware and software

(non-modular)- Managed individually (management

is complex)- Basic data-collection (limited

analytics)

- Runs on latest x86 hardware (fast)- Multi-layered architecture (seamless

integration)- Cloud deployable (modular to work with

cloud infrastructure)- Hardware-less (Zero procurement and

installation time)- Managed collectively (Management is

simple)- Enhanced data-collection (super-

granular analytics

0. 1 0%

2. 4 0%

4 . 70%

6. 90%

9. 20%

1 1 . 50%

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

2 01 2 2 01 3 2 01 4 2 01 5 2 01 6 2 01 7

Percentage of Virtualized NE vs

hardware NE, 2012-2017*

* Graph above is based on Gartner’s research document: “Forecast Overview: SDN and

NFV in Carrier

Infrastructure, Worldwide, 2013”, G00252542. Broadband access segment


Based on Gartner Analytics and Infonectics reports

78

1894

3926

6,184

8,677

11,262

350

983

2100

4250

6750

11400

0

2000

4000

6000

8000

10000

12000

2012 2013 2014 2015 2016 2017 2018

Network Equipment Spend by CSPs of SDN & NFV

Equipment, 2012-2018 (Millions of

Dollars)

SDN and NFV Forecast by categoryGraphs on this slide are based on

Gartner’s research document: “Forecast Overview: SDN and NFV in Carrier Infrastructure, Worldwide, 2013”, G00252542.

Infonetics Research “Carrier SDN and NFV Hardware and Software Annual Worldwide and Regional Market Size and Forecasts

November 7, 2014”


InterCloud

Compute

Storage

Hosted, SaaS

Cloud Data Backup

Cloud-to-cloud mobility

Workload migration and management

Hybrid Cloud Solutions

Direct Link Compute Storage Net Elasticity

Network Orchestration

Analytics and Planning

Security

Professional and Managed services

Containerization

Networking hardware

- Provisioning, activation, troubleshooting, life-cycle management of virtual network equipment

- Deep Analytics of network traffic

- Network Security and Attack detection and prevention

- Hardware-based networking solutions for Layer 1-3

- Orchestration and management of hardware-based networks

- Distributed application focused cloud management platform with unified orchestration layer

As a Service


10,000 On-net buildings

Connected to our DCs via Fiber Link or L2

9 DCsCovering all major carrier exchanges

InterCloud’s own

52 DCs AWS infrastructureUsing InterCloud – Amazon DIRECT link

SDN Software definedEfficient, fast, secure WAN and LAN

NFV Virtualized Network equipment

Scalable, multifunction, robust way to manage network appliances

VMs Open Stack

Compute, Storage, LAN, Virtualization

Containers DOCKERAutomated deployment, distributed apps

UI Unified DashboardPortal to manage VMs, Containers, VNFs on AWS and Own Infrastructure

Resource ManagementAutomated lifecycle management and troubleshooting

Backup and RecoveryFully automated, between AWS and Own infrastructure

A.I. based analyticsEnhanced Cloud and Networking Security


Compute, Storage, Virtualization, VDI

Secure on-prem/off-prem Cloud solutions with L1/L2 transport

Workload and Networking migration from bare metal

to Cloud

Point-&-Click migration between all public and private cloud platforms

SDN-based Orchestration for Virtual and Physical network

appliances

A.I. based cloud network security

DOCKER, Containerization support, containers orchestration and

management

Cloud-based data backup and

recovery

Traffic and usage deep analytics

Hosted Exchange, Lync, Work space as a service, etc.

Covering all cloud and networking related areas

Product Catalog, Day 2 operation,

SE and CF functions


Our multi-layer infrastructure allows us to provide efficient, cutting edge technological solutions

Cutting edge next generation networking platforms

Fully cloud-enabled data-centers in all major US technology hubs.

“De-facto” standards in virtualization and hypervisors. Deployed and integrated

Most technologically advanced software for data processing and analysis

San Francisco

Los Angeles

Chicago

Boston

New York City

Atlanta

Toronto

London


How we sell:

Direct Sales – Enterprises, Level 1-3 CSP, etc.

Indirect – 500+ SMB channels

Our structured approach to sales and verticals that we cover

Verticals we target

Etc.

How our NFVO solution is architected covering both NFV and SDN functions

Physical Infrastructure

SDN Platform

NFVGRID NFVO platformVirtual AppliancesAnalytics

Packet collection VM provisioning and lifecycle management

SD networking

WEB UI

Hardware nodes Storage

SE

Service Engineering

Product CatalogService DefinitionService ChainingEnhanced Troubleshooting

CF

Customer Facing

VNF provisioningLife-cycle management

Basic troubleshooting/probingAnalytics

Manages Virtual and Physical Network Equipment

SDN-based compound firewall for Intranet and DIA protection

Actual Connections

Intrusion

Even if “Perimeter” firewall is penetrated – Internal nodes nodes are protected

NFVGRID NFVO

Node or VM Node or VM Node or VM

Node or VMNode or VMNFVGRID Automatically detects and

controls internal connections Server can request firewall modifications

DIA access is controlled by NFVGRID and can be automatically blocked or throttled

IP to IP flow diagrams

and alerts

Internal Firewall

Controlled byNFVGRID

Stationed between INTRANET nodes that don’t talk to each other

Only certain ports necessary for communication are open


LICENSING CUSTOMER SUPPORT

INTEGRATION Prof services

Monthlyper virtual appliance

$5,000 per CPU-socket annually

Hourly Price

• Commercial VNFs • Open-source VNFs

• NFVO (management)

• Typical physical setup for such solution is 300 blades/600 sockets

• Customer support pricing is per socket

• NFVO system would need to be integrated to Service Provider OSS/BSS infrastructure

• The duration of integration is 2 - 5 months, with 4-6 team dedicated engineers

CUSTOMIZATION• Customization is very often

required to fit business reqs better

• Customization would require a dedicated team

Network function + Management


Recurring RevenueAnnual

One time Revenue

Calculation is based on 15,000 VNF deployment, requires 200 blades


Our sales, customer support and professional services organizations

Intrecloud’s sales organization structure and geography (2014 additions):

1 Sales Manager (Selling)1 Account Executive

2 Account Executives

3 Account Executives

1 Sales Manager (Selling)1 Account Executive

1 AccountExecutive

1 Account Executive

Dallas/Fort Worth:

1 Director, Sales Operations

1 Account Executive

Houston

1 Account Executive

Austin

1 Account Executive

1 Vice President, Managed Services

1 Account Executive1 Sales Director (Selling)

50Team Members

50,000 Tickets/month

Following technological areas are covered:

Cloud Computing: CloudStack, OpenStack, AWS, Azure, VMWareNetwork Security: Security Analytics, Attacks prevention

Next Gen Networking: SDN, NFVBig Data: Hadoop, Cassandra, Spark, Distributed Apps: Scalability, Elasticity, Containerization (DOCKER)

300Field Engineers

Partner Munro Capital Inc., a private

equity fund and investor in ICLD.

Former Chairman VaultLogix, a

cloud based online data and backup

company. Founder of Eastern

Telecom Inc., a telecom outsourcing

business in the 1990s

CEO and Founder of Integration

Partners – NY, leading solutions

provider to enterprise ans service

provide markets. VP Sales Nortel

Networks, sales and leadership

roles at Bay Networks ans Wellfleet

Communications, multiple venture-

backed start-up company

experience

Executive Vice President and

Chief Financial Officer of Warren

Resources, Inc. (Nasdaq:WRES)

for 19 years. During his tenure,

Warren raised over $700 million in

financing from both the public and

private sectors.

Extensive experience related to

networking and cloud technologies

in both Enterprise and Service

Provider. Prior to ICLD he has

worked in senior management

positions at Telx and RCN/Sidera,

and also worked as network

architect at Morgan Stanley, IBM,

Cisco and AT&T.

Solution Architect to Telcordia

Technologies dealing with both OSS/BSS

software development and

networking/cloud. Focuses on applying

cutting edge technologies (Big Data, ML)

to TOMs. Holds Ph.D. in computer science

for A.I. analysis of telecom traffic

patterns/data

1030 Broad StreetShrewsbury, NJ 07702

[email protected] (973) 630-5460 @InterCloudSys InterCloudSystems

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