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.
SECURITIES PURCHASE AGREEMENT AND SECURITY AGREEMENT by and among FUSION NBS ACQUISITION CORP. as the Borrower and FUSION TELECOMMUNICATIONS INTERNATIONAL, INC. and NETWORK BILLING SYSTEMS, LLC AND EACH OTHER SUBSIDIARY FROM TIME TO TIME PARTY HERETO...Securities Purchase Agreement and Security Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
Fusion Telecommunications International, Inc. Fusion NBS Acquisition Corp. New York, New York 10170Management Rights Agreement • November 2nd, 2012 • 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 Praesidian Capital Opportunity Fund III-A, LP (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 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
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of October 29, 2012, by and among Marvin Rosen, an individual “Subordinated Lender”), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Issuer”), 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”) and PLEXUS FUND II, LP, a Delaware limited partnership (“Plexus” and together with Fund III and Fund III-A and each of their successors and assigns, each a “Purchaser”, and collectively, the “Purchasers”), and Fund III, as agent for the Purchasers (in such capacity, the “Agent”).
AMENDMENT NO. 3 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENTMembership Interest Purchase and Sale Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 3 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of this 21st day of September 2012 (the “Effective Date”) by and among Fusion Telecommunications International, Inc. (“Fusion”), a corporation organized under the laws of the State of Delaware; NBS Acquisition Corp. (“Newco” and together with Fusion sometimes collectively hereinafter referred to as “Purchasers”), a corporation to be formed under the laws of the State of Delaware as a wholly-owned subsidiary of Fusion; Network Billing Systems, LLC (“NBS” or the “Company”), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman (“Kaufman”), a resident of the State of New Jersey; and Christiana Trust as trustee of the LK Trust (“LK”), a Delaware Trust. Fusion, Newco, NBS, Kaufman and LK are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties.”
PLEDGE AGREEMENTPledge Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
PLEDGE AGREEMENT, dated as of October 29, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), FUSION NBS ACQUISITION CORP., a Delaware corporation (“Borrower”), each additional Pledgor (as defined below) from time to time party hereto, and PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, a Delaware limited partnership, (“Fund III”), in its capacity as agent (in such capacity, the “Agent”) for itself, PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”), PLEXUS FUND II, LP, a Delaware limited partnership (“Plexus”), and any other lenders that become party thereto (together with Fund III, Fund III-A and Plexus, the “Lenders”) identified in and from time to time party to the Purchase Agreement described below.
AMENDMENT NO. 2 TOAsset Purchase and Sale Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 2 TO ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of this 20th day of August 2012 (the “Effective Date”) by and among Fusion Telecommunications International, Inc. (“Fusion”), a corporation organized under the laws of the State of Delaware; NBS Acquisition Corp. (“Newco” and together with Fusion sometimes collectively hereinafter referred to as “Purchasers”), a corporation to be formed under the laws of the State of Delaware as a wholly-owned subsidiary of Fusion; Interconnect Systems Group II LLC (“ISG” or the “Company”), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman (“Kaufman”), a resident of the State of New Jersey; Lisa Kaufman as trustee of the JK Trust (“JK Trust”), a New Jersey Trust and Jonathan Kaufman as trustee of the LKII Trust (“LKII Trust”) a New Jersey Trust. Fusion, Newco, ISG, Kaufman and LK are sometimes hereinafter referred to individually as a “Party” or collectively as the “Par
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) made as of this 29th of October, 2012, by FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Parent”), NETWORK BILLING SYSTEMS, LLC, a Delaware limited liability company (‘NBS,” and each of Parent and NBS, a “Grantor,” and collectively, “Grantors”), in favor of PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP (“Fund III”), a Delaware limited partnership, PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP, a Delaware limited partnership (“Fund III-A”), and PLEXUS FUND II, LP, a Delaware limited partnership, “Plexus,” and together with Fund III, collectively, “Lenders”):
Small Business Side LetterSmall Business Side Letter • November 2nd, 2012 • 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 420 Lexington Avenue, Suite 1718, New York, New York, FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation with its principal place of business at 420 Lexington Avenue, Suite 1718, New York, New York (“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(“PCOF”), 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, and PLEXUS FUND II, LP
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this October 29, 2012, by and among Prestige Capital Corporation, a (and together with its successors and assigns, "Prestige"), 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, LP, a Delaware limited partnership (“Plexus” and together with Fund III and Fund III-A 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 Jersey limited liability company ("NBS") and each other direct or indirect subsidi
AMENDMENT NO. 4 TOAsset Purchase and Sale Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 4 TO ASSET PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of this 25th day of October 2012 (the “Effective Date”) by and among Fusion Telecommunications International, Inc. (“Fusion”), a corporation organized under the laws of the State of Delaware; NBS Acquisition Corp. (“Newco” and together with Fusion sometimes collectively hereinafter referred to as “Purchasers”), a corporation to be formed under the laws of the State of Delaware as a wholly-owned subsidiary of Fusion; Interconnect Systems Group II LLC (“ISG” or the “Company”), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman (“Kaufman”), a resident of the State of New Jersey; Lisa Kaufman as trustee of the JK Trust (“JK Trust”), a New Jersey Trust and Jonathan Kaufman as trustee of the LKII Trust (“LKII Trust”) a New Jersey Trust. Fusion, Newco, ISG, Kaufman and LK are sometimes hereinafter referred to individually as a “Party” or collectively as the “Pa
AMENDMENT NO. 4 TOMembership Interest Purchase and Sale Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone)
THIS AMENDMENT NO. 4 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the “Agreement”) is made as of this 24th day of October 2012 (the “Effective Date”) by and among Fusion Telecommunications International, Inc. (“Fusion”), a corporation organized under the laws of the State of Delaware; Fusion NBS Acquisition Corp. (“Newco” and together with Fusion sometimes collectively hereinafter referred to as “Purchasers”), a Delaware corporation and a wholly-owned subsidiary of Fusion; Network Billing Systems, LLC (“NBS” or the “Company”), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman (“Kaufman”), a resident of the State of New Jersey; and Christiana Trust, a division of WSFS Bank, as trustee of the LK Trust (“LK”), a Delaware Trust. Fusion, Newco, NBS, Kaufman and LK are sometimes hereinafter referred to individually as a “Party” or collectively as the “Parties.”
LEASE AGREEMENT By and Between MANCHESTER REALTY, L.L.C. (Landlord) and Fusion NBS Acquisition Corp (Tenant) October ___ , 2012Lease Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New Jersey
THIS LEASE AGREEMENT (this Lease) is made and entered into as of the ___ day of October , 2012, by and between MANCHESTER REALTY, L.L.C., a New Jersey limited liability company (“Landlord”) and NBS Acquisition Corp. (“Tenant”).
INTERCREDITOR AND SUBORDINATION AGREEMENT (SELLER)Intercreditor and Subordination Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT dated as of October 29, 2012, by and among Jonathan Kaufman, an individual, and Christiana Trust, a division of WSFS Bank, as trustee of the LK Trust, a Delaware Trust (together, “Subordinated Lenders”), FUSION NBS ACQUISITION CORP., a Delaware corporation (“Issuer”), 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”) and PLEXUS FUND II, LP, a Delaware limited partnership (“Plexus” and together with Fund III and Fund III-A and each of their successors and assigns, each a “Purchaser”, and collectively, the “Purchasers”), and Fund III, as agent for the Purchasers (in such capacity, the “Agent”).
EMPLOYMENT AND RESTRICTIVE COVENANT AGREEMENTEmployment Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
This Employment and Non-Competition Agreement ("Agreement") is entered into effective as of October __, 2012, by and between Fusion Telecommunications International, Inc. (“Fusion”), a Delaware corporation with its principal office at 420 Lexington Avenue, Suite 1718, New York, NY 10170, and Jonathan Kaufman, an individual resident of the State of New Jersey residing at 23 Brush Hill Road, Kinnelon, NJ 07405 ("Kaufman"). Fusion and Kaufman may be referred to herein as a “Party,” or collectively as the “Parties.”
RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • November 2nd, 2012 • Fusion Telecommunications International Inc • Telephone communications (no radiotelephone) • New York
RIGHT OF FIRST REFUSAL AGREEMENT, dated as of October 29, 2012 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and among FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the “Company”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III, LP, individually and in its capacity as agent (“Fund III”), PRAESIDIAN CAPITAL OPPORTUNITY FUND III-A, LP (“Fund III-A”) and PLEXUS FUND II, LP (“Plexus” and together with Fund III and Fund III, each a “Lender” and collectively, the “Lenders”).
Small Business Side LetterSmall Business Side Letter • November 2nd, 2012 • 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, and PLEXUS FUND II, LP, a
