AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT by and among FUSION NBS ACQUISITION CORP. as Borrower and FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. and NETWORK BILLING SYSTEMS, LLC FUSION BVX LLC AND EACH OTHER SUBSIDIARY...Securities Purchase Agreement and Security Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
Fusion Telecommunications International, Inc. Fusion NBS Acquisition Corp. New York, New York 10170Fusion Telecommunications International Inc • January 7th, 2014 • Telephone communications (no radiotelephone)
You have requested that each of Fusion NBS Acquisition Corp., a Delaware corporation (“Borrower”), and Fusion Telecommunications International, Inc., a Delaware corporation (“Parent”), (together with Borrower, the “Credit Parties”), grant certain management rights to ______________ (the “Investor”) so that the purchase by the Investor of (i) certain promissory notes of Borrower (the “Notes”) and (ii) certain warrants from Parent to purchase capital stock of Parent (collectively, the “Warrants”), each pursuant to the Amended and Restated Securities Purchase Agreement and Security Agreement, dated as of the date hereof, among the Credit Parties, the Investor and the other persons, from time to time, parties thereto, as such agreement may be amended, supplemented or otherwise modified from time to time (the “Purchase Agreement”), each may qualify as a “venture capital investment” as described in clause (d)(3)(i) of the U.S. Department of Labor Regulations § 2510.3-101 (the “DOL Regulation
ContractFusion Telecommunications International Inc • January 7th, 2014 • Telephone communications (no radiotelephone)
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). A HOLDER MAY, UPON REQUEST, OBTAIN FROM BORROWER THIS NOTE’S ISSUE PRICE, ISSUE DATE, AMOUNT OF OID AND YIELD TO MATURITY BY CONTACTING BORROWER AT 420 LEXINGTON AVENUE, SUITE 1718, NEW YORK, NEW YORK 10170, ATTN: PRESIDENT.
Subscriber: _____________________________________________ FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
This Subscription Agreement (the “Subscription Agreement”) is entered into by and between Fusion Telecommunications International, Inc., a Delaware corporation (the “Company” and/or “Fusion”), and the Subscriber(s) whose name appears on the signature page to this Subscription Agreement (the “Subscriber” and, together with other subscribers to the Offering (as hereinafter defined), “Investors”).
FIRST AMENDMENT TO INTERCREDITOR AGREEMENTIntercreditor Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
THIS FIRST AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”) is entered into as of this December 31, 2013 by and among Prestige Capital Corporation, (and together with its successors and assigns, "Prestige"), Praesidian Capital Opportunity Fund III, LP, (“Fund III”), Praesidian Capital Opportunity Fund III-A, LP, (“Fund III-A”), Plexus Fund II, LP, (“Plexus”), Plexus Fund III QP, LP, a Delaware limited partnership (“Plexus QP”), United Insurance Company of America, an Illinois corporation (“United” and together with Fund III, Fund III-A, Plexus, Plexus QP and each of their successors and assigns, each a “New Lender”, and collectively, the “New Lenders” and together with Prestige, each a “Lender and collectively, the “Lenders”), Fund III, as agent for the New Lenders (in such capacity, the “Agent”), Fusion NBS Acquisition Corp., a Delaware corporation (“Borrower”), Fusion Telecommunications International, Inc., a Delaware corporation (“Parent”), Network Billing Systems, LLC, a New
LIMITED TRADEMARK LICENSE AGREEMENTLimited Trademark License Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • Delaware
This LIMITED TRADEMARK LICENSE AGREEMENT (the “Agreement”) is entered into on this 31st day of December, 2013 (the “Effective Date”) by and among Broadvox, LLC (“Broadvox” or “Licensor”), a Delaware limited liability company with its principal office located at 75 Erieview Plaza, Suite 400, Cleveland, OH 44114; Fusion Telecommunications International, Inc. (“Fusion”), a Delaware corporation with its principal office located at 420 Lexington Avenue, Suite 1718, New York, NY 10170; and Fusion BVX, LLC, F/K/A Fusion Broadvox Acquisition Corp. (“FBVX”, and together with Fusion, “Licensees”), a Delaware limited liability company with its principal office located at 420 Lexington Avenue, Suite 1718, New York, NY 10170. The aforementioned entities may be referred to individually as a “Party” or collectively as the “Parties.” Any capitalized terms used herein but not specifically defined in this Agreement shall have the meaning ascribed to them in the APA (defined below).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
This Assignment and Assumption Agreement (the “Assignment and Assumption Agreement”) is made and entered into as of December 31, 2013 by and among BROADVOXGO!, LLC, a Delaware limited liability company (“Broadvox”) and CYPRESS COMMUNICATIONS, LLC, a Delaware limited liability company (“Cypress” and together with Broadvox, “Assignors”), pursuant to that certain Asset Purchase and Sale Agreement dated as of August 30, 2013 (the “Purchase Agreement”) by and among Assignors, FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Fusion”) and FUSION BVX, LLC fka FUSION BROADVOX ACQUISITION CORP., a Delaware limited liability company (“FBVX” and together with Fusion, “Assignees”).
TRANSITION SERVICES AGREEMENT by and among BROADVOXGO!, LLC & CYPRESS COMMUNICATIONS, LLC (“SELLERS”) and FUSION BVX LLC, F/K/A FUSION BROADVOX ACQUISTION CORP. AND FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. (“BUYERS”) dated as of December 31, 2013Transition Services Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • Delaware
Small Business Side LetterSecurities Purchase Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
Reference is made to that certain Securities Purchase Agreement and Security Agreement (the “Purchase Agreement”), dated as of the date hereof, and as may be amended and in effect from time to time, by and between, among others, FUSION NBS ACQUISITION CORP., a Delaware corporation (“Borrower”), with its principal place of business at 155 Willowbrook Boulevard, Wayne, New Jersey 07470, FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation with its principal place of business at 420 Lexington Avenue, Suite 1718, New York, New York 10170, (“Parent”) each subsidiary from time to time party thereto, PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership with its principal place of business at 419 Park Avenue South, New York, New York, PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership with its principal place of business at 419 Park Avenue South, New York, New York, as a lender and as agent thereunder, PLEXUS FUND II, L.P., a D
BILL OF SALEBill of Sale • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
BILL OF SALE ("Bill of Sale") dated as of December 31, 2013, is delivered by BROADVOXGO!, LLC, a Delaware limited liability company (“Broadvox”) and CYPRESS COMMUNICATIONS, LLC, a Delaware limited liability company (“Cypress” and together with Broadvox, “Sellers”), pursuant to that certain Asset Purchase and Sale Agreement dated as of August 30, 2013 (the “Purchase Agreement”), by and among Sellers, FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Fusion”) and FUSION BROADVOX ACQUISITION CORP., nka FUSION BVX, LLC, a Delaware limited liability company (“FBVX” and together with Fusion, “Buyers”). Capitalized terms not otherwise defined herein shall have the means accorded to them in the Purchase Agreement.
JOINDER AGREEMENTJoinder Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
This JOINDER AGREEMENT is entered into as of December 31, 2013, by and among FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), FUSION NBS ACQUISITION CORP., a Delaware corporation (“Borrower”), each other direct and indirect subsidiary of Parent from time to time party to the Purchase Agreement referenced below (together with the Parent, the “Guarantors), FUSION BVX LLC, a Delaware limited liability company (the “New Guarantor” and together with the Borrower and the Guarantors, the “Credit Parties”) in favor of PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership (“Fund III”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”), PLEXUS FUND II, L.P., a Delaware limited partnership (“Plexus II”), PLEXUS FUND III, L.P., a Delaware limited partnership (“Plexus III”), PLEXUS FUND QP III, L.P., a Delaware limited partnership (“Plexus QP III”), UNITED INSURANCE COMPANY OF AMERICA, an Illinois corp
ContractFusion Telecommunications International Inc • January 7th, 2014 • Telephone communications (no radiotelephone)
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). A HOLDER MAY, UPON REQUEST, OBTAIN FROM BORROWER THIS NOTE’S ISSUE PRICE, ISSUE DATE, AMOUNT OF OID AND YIELD TO MATURITY BY CONTACTING BORROWER AT 420 LEXINGTON AVENUE, SUITE 1718, NEW YORK, NEW YORK 10170, ATTN: PRESIDENT.
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of , 2013, is made by and between Fusion Telecommunications, Inc., a Delaware corporation (the “Company”), and the undersigned investor (the “Investor”).
