InterCloud CEO Open Letter to Shareholders

Dear Shareholders: In January 2012, I took over as CEO and Chairman of Genesis Group Holdings, Inc. (the prior name of this Company). The Company was approximately a $5M a year business. I made changes to the Company's strategy, changed senior management and sold non-strategic assets. We refocused our strategy towards building an end-to-end IT solutions company with a "cloud platform of services" at its core. We set about this plan by attracting industry veterans to join our management team. We acquired new capabilities and brought new technology and services to our prominent customers in the enterprise and service provider segments. We finished the 2012 calendar year with gross revenues of approximately $17 Million; $11 million of which came in the 4th Quarter. By the middle of the second quarter of 2013 we had already surpassed our 2012 total gross revenues. As we reported earlier this month, our gross revenues for 2013 exceeded $50 Million. Our pro forma revenues, taking into account all of our acquisitions, exceeded $80 Million. We reported gross profit for the year ended December 31, 2013 at $14.1 million, compared to $5.1 million for fiscal year 2012. Our Pro Forma Adjusted EBITDA was approximately $6.9 Million. When looking at this significant growth over such a short period of time we are very pleased with what we have accomplished. The 2013 financial year began with the excitement and expectations from our first two acquisitions and our name change to InterCloud Systems, Inc., reflecting our new direction and strategies. One of the most important accomplishments during 2013/2014 has been the development of our world-class management team. I am most proud of my ability to attract such successful industry veterans to help build InterCloud over the next several years. I encourage each investor to review the resumes of our senior management team and board of directors. This Company has never before had executives with this kind of pedigree and positive reputations in the IT and telecommunications industries. These are dedicated and hardworking achievers who understand the opportunities presented by the cloud and possess a vision on how our Company can participate in them. It is because of their efforts that InterCloud has become a serious participant in the cloud and managed services industry. One of our significant advantages in our target markets is that we bring a robust platform of cloud-based solutions. Our ability to assist our customers to migrate from legacy IT networks to a flexible cloud OPEX managed services model enables us to differentiate ourselves within the industry. We have selected our acquisitions with this vision in mind. InterCloud is not limited by a single cloud product. Our global professional services organization allows InterCloud to manage global implementations and services. Our team continually finds value in participating in each aspect of this industry and in being able to utilize the relationships within each of our subsidiaries across our entire platform. Our vision was to become a cloud company with diverse capabilities and to offer end-to-end IT solutions to the enterprise and service provider markets. We are extremely proud of our accomplishments in the past two years and look forward to what we can do over the next few years. We are a growth oriented company that is still in its infancy. And while some investors may have looked at the volatility in our stock price as a means to make quick money, management has the long term goal of building shareholder value by building a formidable player in the cloud and IT solutions markets. When I became fully involved with this Company in 2012, I led a small group of private investors which has invested over $12M in total since Jan 2012. My personal investment in the Company comprises a substantial portion of the overall equity investment. This is a strong statement about our commitment and belief in our long-term corporate strategy. Our management team continues to be fully committed to our long term growth and invested with our own capital. Several weeks ago we were attacked by claims in articles and blogs published on financial websites that alleged that we participated in the improper touting of our stock. The social media attention associated with those claims led to the solicitation by certain law firms of participants in a class action suit. We initially took a high road approach and refused to address spurious claims. However, after these claims became viral, we felt obligated to take the time necessary to formally investigate the substance to these claims and to then formally deny any validity. We retained counsel to defend these lawsuits and are determined to be vindicated in the Courts. Despite the distraction of the shareholder litigation, we remain dedicated to completing our mission to make InterCloud one of the foremost cloud and managed service solution providers in the IT services market. We continue to diversify our services and solutions across new sectors and to expand geographically. Our strong current financial condition, as a result of the elimination of senior debt that impacted our cash flow from operations, provides us with the resilience and agility to perform strongly even under these trying conditions. During the coming months we will embark upon a company-wide transformation process designed to build upon the base we have created. We intend to take our vision to an entirely new level. We will undertake an intensive strategic planning process and develop an expanded executive sales team and global structure. By the end of this year we expect to have a unified company that provides a range of IT services and cloud based solutions around the world. Our operations will have the structures and support, wherever they are located, to deliver extraordinary outcomes for clients, and ultimately for shareholders. When I look at the senior management ranks we have taken the time to build, I am confident that we have the team with which to achieve this goal. We thank our shareholders for trusting their funds with us and for their belief in our vision and future direction. As we move forward, we maintain our goal to deliver unmatched quality of service to our customers and value to our shareholders. We are excited about what the future holds. Sincerely, /s/ Mark E. Munro Chief Executive Officer