INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • November 23rd, 2016 • Fusion Telecommunications International Inc • Services-prepackaged software • New York
THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “IP Security Agreement”), dated as of November 14, 2016, is made by Fusion NBS Acquisition Corp., a Delaware corporation (the “Borrower”), Fusion Telecommunications International, Inc., a Delaware corporation (“Fusion”), Network Billing Systems, L.L.C., a New Jersey limited liability company (“NBS”), PingTone Communications, Inc., a Delaware corporation (“PingTone”), Fusion BVX LLC, a Delaware limited liability company (“BVX”), Fidelity Telecom, LLC, an Ohio limited liability company (“Fidelity Telecom”), Fidelity Access Networks, Inc., an Ohio corporation (“Fidelity”), Fidelity Connect LLC, an Ohio limited liability company (“Fidelity Connect”), Fidelity Voice Services, LLC, an Ohio limited liability company (“Fidelity Voice”), Fidelity Access Networks, LLC, an Ohio limited liability company (“Fidelity Networks”) and Apptix, Inc., a Florida corporation (“Appti
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • November 23rd, 2016 • Fusion Telecommunications International Inc • Services-prepackaged software • New York
INTERCREDITOR AND SUBORDINATION AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of November 14, 2016, by and among MARVIN ROSEN, an individual (“Subordinated Lender”), FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (“Issuer”), each other Credit Party party hereto and EAST WEST BANK, in its capacity as administrative agent (“Administrative Agent”) pursuant to the Credit Agreement (as hereinafter defined).
SWINGLINE LOAN NOTESwingline Loan Note • November 23rd, 2016 • Fusion Telecommunications International Inc • Services-prepackaged software
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of East West Bank (the “Swingline Lender”), on each Swingline Payment Date and on the Maturity Date (as each such term is defined in the Credit Agreement referred to below) the principal amount of FOUR MILLION DOLLARS AND 00/100 (USD$4,000,000), or such lesser principal amount of the Swingline Loan (as defined in the Credit Agreement referred to below) payable by Borrower to Swingline Lender on each such Swingline Payment Date or the Maturity Date under that certain Credit Agreement, dated as of November 14, 2016, by and among Fusion NBS Acquisition Corp., a Delaware corporation (“Borrower”), East West Bank (“EWB”), as Administrative Agent, Swingline Lender, an Issuing Bank, and a Lender, and each other Lender from time to time party thereto (as amended, restated, extended, supplemented or otherwise modified in writing from time to time (the “Credit Agreement”). Capitalized terms used herein without definition shal
STOCK PURCHASE AND SALE AGREEMENTStock Purchase and Sale Agreement • November 23rd, 2016 • Fusion Telecommunications International Inc • Services-prepackaged software • New York
THIS STOCK PURCHASE AND SALE AGREEMENT is made as of this 14th day of November 2016 (the “Effective Date”) by and among Fusion NBS Acquisition Corp., a corporation formed under the laws of the state of Delaware (“Buyer”); Fusion Telecommunications International, Inc., a Delaware corporation (“Fusion”) solely as to Section 2.3(a), Section 2.3(c)(ii), Section 2.4(b)(ii), Section 2.4(b)(iv), its representations in Section 4.6 through Section 4.11, Section 5.4, Section 5.9, Section 5.11 and Article IX; and Apptix, ASA, a company formed under the laws of Norway (“Seller”). The Buyer, Fusion and the Seller are hereinafter sometimes referred to individually as a “Party” and collectively as the “Parties.”
