0001654954-18-000941 Sample Contracts

11,250,000 Shares1 Fusion Telecommunications International, Inc. Common Stock, par value $0.01 per share UNDERWRITING AGREEMENT
Underwriting 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.”

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Contract
Offering Agreement • February 1st, 2018 • Fusion Telecommunications International Inc • Services-prepackaged software

KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP 101 PARK AVENUE NEW YORK, NY 10178 (212) 808-7800 WASHINGTON, DC LOS ANGELES, CA CHICAGO, IL HOUSTON, TX AUSTIN, TX STAMFORD, CT PARSIPPANY, NJ ________ BRUSSELS, BELGIUM ________ AFFILIATE OFFICE MUMBAI, INDIA FACSIMILE (212) 808-7897 www.kelleydrye.com

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