AMONGStock Purchase Agreement • February 11th, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
PURPOSE.Lease Agreement • December 22nd, 2004 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.31(a) AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO THE STOCK PURCHASE AGREEMENT dated as of May 12, 2005 (this "AMENDMENT"), is entered into by and between KARAMCO, INC. ("KARAMCO"), EFONICA, FZ-LLC ("EFONICA OR COMPANY") AND...Stock Purchase Agreement • June 1st, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
EX-1.5 WARRANT AGREEMENT Agreement made as of _________________, 2004, between Fusion Telecommunications International, Inc., a Delaware corporation with offices at 420 Lexington Avenue, Suite 518, New York, New York 10170 ("Company"), and Continental...Warrant Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
TOLease Agreement • June 1st, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
BETWEENTermination Agreement • March 31st, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
FORM OFUnderwriting Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
RECITALSEmployment Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
SHAREHOLDERS JOINT VENTURE AGREEMENT This Agreement is made on this the 11th day of March 2000 between: 1. Communications Ventures India Pvt. Ltd., a Company organized and existing under the laws of India and having its registered office at B-115,...Joint Venture Agreement • December 22nd, 2004 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • England
RECITALSEmployment Agreement • January 18th, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
BETWEENLease Agreement • December 22nd, 2004 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • Florida
EXHIBIT 10.26 NON-COMPETITION AGREEMENT AGREEMENT made this ____ day of January, 2005 by and between Fusion Telecommunications International, Inc., a Delaware corporation ("Fusion") and Marvin Rosen ("Marvin"). W I T N E S S E T H: - - - - - - - - - -...Non-Competition Agreement • January 18th, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
AMONGStock Purchase Agreement • March 14th, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
] per Warrant Dealers' Selling Concession: Not to exceed $ per Share and $ per Warrant payable upon termination of this Agreement, except as provided below. We reserve the right not to pay such concession on any of the Securities purchased by any of...Selected Dealers Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
Exhibit 10.14 DEMAND NOTE New York, New York March 28, 2001Demand Note • December 22nd, 2004 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
ON DEMAND, for value received, Fusion Telecommunications International, Inc., a Delaware corporation ("Fusion"), whose principal place of business is 420 Lexington Avenue, Suite 518, New York, New York 10170, promises to pay Marvin S. Rosen, a resident of the State of Florida, ("Lender"), the sum of TWO HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($275,000.00) in lawful money of the United States of America or such lesser sum as may be demanded hereunder. This Demand Note is being executed and delivered outside the State of Florida.
FORM OF INDENTURE TO BE ENTERED INTO BETWEEN FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. AND A TRUSTEE TO BE NAMED INDENTURE DEBT SECURITIES DATED AS OF , 20___ [Name of Trustee] TRUSTEEIndenture • April 10th, 2015 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
11,250,000 Shares1 Fusion Telecommunications International, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • February 1st, 2018 • Fusion Telecommunications International Inc • Services-prepackaged software • New York
Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,250,000 shares (the “Firm Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company. The Firm Shares consist of authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company also proposes to grant to the Underwriters an option to purchase up to 1,687,500 additional shares of Common Stock on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Underwriting Agreement are herein collectively called the “Securities.”
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2006 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 16th day of March, 2006 by and between Fusion Telecommunications International, Inc., a Delaware corporation (hereinafter called the "Company"), and Matthew Rosen (hereinafter called the "Executive").
RECITALS:Carrier Service Agreement • January 18th, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
] SHARES OF COMMON STOCK AND [ ] REDEEMABLE COMMON STOCK PURCHASE WARRANTSUnderwriting Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York
This Common Stock Purchase Agreement (this “Agreement”) is made as of May 4, 2018, by and among FUSION CONNECT, INC., f/k/a Fusion Telecommunications International, Inc., a Delaware corporation with its principal office at 420 Lexington Avenue, Suite 1718, New York, New York 10170 (the “Company”), and ___________________ (the “Purchaser”).
ContractNote • November 2nd, 2012 • Fusion Telecommunications International Inc • 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.
AGREEMENT OF LEASE between SLG Graybar Sublease LLC Landlord and Fusion Telecommunications International, Inc. Tenant Dated as of November 1, 2005 Room 1718-1722 420 Lexington Avenue New York, New YorkLease Agreement • March 31st, 2006 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
LEASE (this “Lease”) made as of the 1st day of November 2005 between SLG Graybar Sublease LLC having an office c/o SL Green Realty Corp., at 420 Lexington Avenue, New York, New York, 10170, hereinafter referred to as "Landlord", and Fusion Telecommunications International, Inc., a Delaware corporation having an office at 420 Lexington Avenue, New York, NY, 10170, hereinafter referred to as "Tenant".
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 15th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • Georgia
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of the 6th day of February, 2017 (the “Effective Date”), by and between BIRCH COMMUNICATIONS, INC., a Georgia corporation (“Company”), and Kevin M. Dotts, a resident of the State of Georgia (referred to herein as “You”, “Your”, or “Yours”).
OFFICE LEASE betweenOffice Lease • December 22nd, 2004 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
FOURTH 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, L.L.C., FUSION BVX LLC, PINGTONE...Securities Purchase Agreement and Security Agreement • December 14th, 2015 • Fusion Telecommunications International Inc • Services-prepackaged software • New York
FOURTH AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT, dated as of December 8, 2015 by and among FUSION NBS ACQUISITION CORP., a Delaware corporation (“Borrower”), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), NETWORK BILLING SYSTEMS, L.L.C., a New Jersey limited liability company (“NBS”), FUSION BVX LLC, a Delaware limited liability company (“BVX”), PINGTONE COMMUNICATIONS, INC. (as successor by merger to Fusion PTC Acquisition, Inc.), a Delaware corporation (“PingTone”), FIDELITY ACCESS NETWORKS, LLC, an Ohio limited liability company (“FANL”), Fidelity Connect LLC, an Ohio limited liability company (“FCL”), Fidelity Voice Services, LLC, an Ohio limited liability company (“FVS”), Fidelity Access Networks, Inc., an Ohio corporation (“FANI” and together with Parent, NBS, BVX, PingTone, FANL, FCL, FVS and each other direct and indirect subsidiary of Parent from time to time party hereto, the “Guarantors”, and together with t
SUPERPRIORITY SECURED DEBTOR-IN-POSSESSION CREDIT AND GUARANTY AGREEMENT dated as of June 7, 2019, among FUSION CONNECT, INC., a Debtor and Debtor-in- Possession under Chapter 11 of the Bankruptcy Code, as Borrower, CERTAIN SUBSIDIARIES OF FUSION...Superpriority Secured Debtor-in-Possession Credit and Guaranty Agreement • June 10th, 2019 • Fusion Connect, Inc. • Services-prepackaged software • New York
Fusion Telecommunications International, Inc. Fusion NBS Acquisition Corp. New York, New York 10170Management Rights Agreement • January 7th, 2014 • Fusion Telecommunications International Inc • 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
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 14th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement is dated as of the day of May, 2018 (this “Agreement”) and is by and between Fusion Connect, Inc., a Delaware corporation (the “Company”), and [Name of Director/Executive Officer] (the “Indemnitee”).
ContractSubordination Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN ANNEX A ATTACHED HERETO TO THE SENIOR INDEBTEDNESS (AS DEFINED IN ANNEX A ATTACHED HERETO) OWED BY MAKER (AS DEFINED BELOW) AND THE OTHER CREDIT PARTIES (AS DEFINED IN THE CREDIT AGREEMENTS REFERRED TO BELOW) PURSUANT TO (A) THAT CERTAIN FIRST LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF MAY 4, 2018 (THE “FIRST LIEN CREDIT AGREEMENT”) AMONG FUSION CONNECT, INC. (“PARENT”), MAKER AND CERTAIN OTHER SUBSIDIARIES OF PARENT, WILMINGTON TRUST, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT, AND THE LENDERS FROM TIME TO TIME PARTY THERETO, AS THE FIRST LIEN CREDIT AGREEMENT HAS BEEN AND HEREAFTER MAY BE AMENDED, RESTATED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, (B) THAT CERTAIN SECOND LIEN CREDIT AND GUARANTY AGREEMENT DATED AS OF MAY 4, 2018 (THE “SECOND LIEN CREDIT AGREEMENT” AND, TOGETHER WITH THE FIRST LIEN C
FORM OF MERGER, ACQUISITION AND OTHER BUSINESS ARRANGEMENT AGREEMENTMerger, Acquisition and Other Business Arrangement Agreement • November 12th, 2004 • Fusion Telecommunications International Inc • New York
LEASE DETAILSLease Agreement • March 31st, 2005 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
ContractSuperpriority Secured Debtor-in-Possession Credit and Guaranty Agreement • November 12th, 2019 • Fusion Connect, Inc. • Services-prepackaged software • New York
This AMENDMENT No. 11 (this “Amendment”), dated as of November 6, 2019, is entered into by and among Fusion Connect, Inc., a Delaware corporation and a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code (the “Borrower”), certain subsidiaries of the Borrower party hereto, each a debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, as Guarantor Subsidiaries and the Lenders party hereto, which collectively constitute the Requisite Lenders, and acknowledged by the Administrative Agent (each, a “Party” and collectively, the “Parties”).
STOCKHOLDERS’ AGREEMENTStockholders Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • Delaware
This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is entered into as of May 4, 2018 among Fusion Connect, Inc. , a Delaware corporation (the “Company”), BCHI Holdings, LLC, a Georgia limited liability company (“Holding LLC”), the other Persons set forth on Schedule I hereto (the “Initial FTI Stockholders”) and each Person that becomes a party to this Agreement by delivering to the Company and Holding LLC a duly executed joinder to this Agreement in the form attached hereto as Exhibit A hereto or such other form approved by Holding LLC and the Company (together, with the Initial FTI Stockholders, the “FTI Stockholders” and each an “FTI Stockholder).
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. SUBSCRIPTION AND RIGHTS AGREEMENT December 20, 2006Subscription and Rights Agreement • May 10th, 2007 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
Subscription and Rights Agreement (this “Subscription Agreement”) with respect to the offering (the “Offering”) of up to 70 units (the “Units”) of FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the “Company”), each such Unit consisting of 100 shares of Series A-1 or A-2 Cumulative Convertible Preferred Stock (“Convertible Preferred Stock”) and accompanying Warrants to purchase shares of the Company’s common stock, par value $.01 per share1 50% of the number of shares of Common Stock into which Holder's Preferred Stock is convertible. (the “Common Stock”). The conversion shares and the warrant shares underlying each Unit may not be separately transferred. The Units together with the Convertible Preferred Stock, the Warrants and the securities underlying each Unit are sometimes collectively referred to as “Securities”). The Certificate of Rights and Designations of the Convertible Preferred Stock and the form of Warrant are included in the Booklet, which accompani
