0001654954-18-005059 Sample Contracts

COMMON STOCK PURCHASE AGREEMENT
Common 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”).

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Contract
Subordination 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

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STOCKHOLDERS’ AGREEMENT
Stockholders 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).

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FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., as Borrower, CERTAIN SUBSIDIARIES OF FUSION CONNECT, INC., as Guarantor Subsidiaries, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as...
First Lien Credit and Guaranty Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

FIRST LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Administrative Agent and Collateral Agent.

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SUBORDINATED NOTE
Subordinated Note • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

FOR VALUE RECEIVED, the undersigned, VECTOR FUSION HOLDINGS (CAYMAN), LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Maker"), hereby promises to pay, subject to the provisions set forth on Annex A hereto (the "Subordination Provisions"), to the order of FUSION CONNECT, INC., a corporation organized under the laws of Delaware (together with any subsequent permitted holder hereof, the "Payee"), the principal sum of TWENTY FIVE MILLION AND NO/100 UNITED STATES DOLLARS (U.S. $25,000,000.00) not later than May 3, 2024 or, if less, the unpaid principal amount hereof on such date.

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FIRST LIEN PLEDGE AND SECURITY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
First Lien Pledge and Security Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

FIRST LIEN PLEDGE AND SECURITY AGREEMENT, dated as of May 4, 2018, among FUSION CONNECT, INC., a Delaware corporation (the “ Borrower”), the other GRANTORS party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Collateral Agent for the Secured Parties (as defined below).

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NON-SOLICITATION AND RIGHT OF FIRST REFUSAL AGREEMENT
Non-Solicitation and Right of First Refusal Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

This Non-Solicitation and Right of First Refusal Agreement (the “Agreement”), dated as of May 4, 2018 (the “Effective Date”), is made and entered into by and between Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, Inc.), a Delaware corporation (“Fusion”), and Lingo Management, LLC, a Georgia limited liability company (“Lingo”). Fusion and Lingo are sometimes hereinafter referred to collectively as the “Parties” and individually as a “Party.” Capitalized terms used in this Agreement and not otherwise defined shall have the meaning assigned to each such term in the Merger Agreement (as defined below).

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PREFERRED STOCK PURCHASE AGREEMENT
Preferred Stock Purchase Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

This Preferred 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 Holcombe T. Green, Jr.(the “Purchaser”).

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MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and among FUSION TELECOMMUNICATIONS INTERNATIONAL INC. (“Seller”) and XCOMIP LLC (“Purchaser”) and FUSION GLOBAL SERVICES LLC (the “Company”) dated as of May 4, 2018 MEMBERSHIP INTEREST PURCHASE AND...
Membership Interest Purchase and Sale Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 4th day of May 2018 (the “Effective Date”) by and between Fusion Telecommunications International, Inc. (to be renamed Fusion Connect, Inc.), a corporation formed under the laws of the state of Delaware (the “Seller”), XcomIP LLC, a limited liability company formed under the laws of the state of Delaware (the “Purchaser”), and Fusion Global Services LLC, a limited liability company formed under the laws of the state of Delaware (the “Company”). Seller, Purchaser and the Company are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings set forth in Section One hereof.

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TRANSITION SERVICES AGREEMENT by and among FUSION CONNECT, INC. (f/k/a Fusion Telecommunications International, Inc. and LINGO MANAGEMENT, LLC dated as of May 4, 2018 TRANSITION SERVICES AGREEMENT
Transition Services Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

This Transition Services Agreement (this "Agreement"), dated as of May 4, 2018, is entered into by and between Fusion Connect, Inc. (f/k/a Fusion Telecommunications International, Inc.), a Delaware corporation with its principal place of business at 420 Lexington Avenue, Suite 1718, New York, NY 10170 (“Fusion”) and Lingo Management, LLC, a Georgia limited liability company with its principal place of business at 3060 Peachtree Road NW, Suite 1065, Atlanta, GA 30305 (“Lingo”). Each of Fusion and Lingo may be referred to herein individually as a “Party” and collectively as the “Parties.”

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May 4, 2018 PRIVATE & CONFIDENTIAL
Indemnification Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • Delaware

Reference is made to the Agreement and Plan of Merger, dated as of August 26, 2017 (as it may be amended or modified from time to time in the future, the “Merger Agreement”), by and among Fusion Telecommunications International, Inc., a Delaware corporation (the “Company”), Birch Communications Holdings, Inc., a Georgia corporation, and Fusion BCHI Acquisition LLC, a Delaware limited liability company. Capitalized terms used but not defined herein have the meaning given to them in the Merger Agreement. This letter agreement amends and restates the indemnification letter agreement delivered by BCHI Holdings, LLC, a Georgia limited liability company (“Holdings”), to the Company, dated August 26, 2017, in its entirety.

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SECOND LIEN PLEDGE AND SECURITY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., THE OTHER GRANTORS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Collateral Agent
Second Lien Pledge and Security Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

SECOND LIEN PLEDGE AND SECURITY AGREEMENT, dated as of May 4, 2018, among FUSION CONNECT, INC., a Delaware corporation (the “Borrower”), the other GRANTORS party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Collateral Agent for the Secured Parties (as defined below).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., FUSION MPHC ACQUISITION CORP., MEGAPATH HOLDING CORPORATION AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS STOCKHOLDER REPRESENTATIVE DATED MAY 4, 2018
Merger Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

THIS AGREEMENT AND PLAN OF MERGER, dated May 4, 2018 (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”), by and among Fusion Telecommunications International, Inc., a Delaware corporation (“Parent”), Fusion MPHC Acquisition Corp., a Delaware corporation (“Merger Sub”), MegaPath Holding Corporation, a Delaware corporation (the “Company”) and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative of the Stockholders and Optionholders (the “Stockholder Representative”). Parent, Merger Sub and the Company are hereinafter sometimes referred to as a “Party” and collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.16.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into effective as of May 4, 2017, by and among Fusion Connect, Inc., a Delaware corporation (the “Company”), BCHI Holdings, LLC, a Georgia limited liability company (the “Initial Stockholder”), and each Person (as defined below) that becomes a party to this Agreement by delivering to the Company a duly executed joinder to this Agreement in the form attached hereto as Exhibit A or such other form approved by the Company having the same effect thereof pursuant to Section 6.1 (together with Initial Stockholder, each, a “Stockholder,” and, collectively, the “Stockholders”).

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SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., as Borrower, CERTAIN SUBSIDIARIES OF FUSION CONNECT, INC., as Guarantor Subsidiaries, THE LENDERS PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION,...
Second Lien Credit and Guaranty Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

SECOND LIEN CREDIT AND GUARANTY AGREEMENT dated as of May 4, 2018, among FUSION CONNECT, INC., a Delaware corporation (the “Borrower”), CERTAIN SUBSIDIARIES OF THE BORROWER party hereto, as Guarantor Subsidiaries, the LENDERS party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as Administrative Agent and Collateral Agent.

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INTERCREDITOR AGREEMENT dated as of May 4, 2018, among WILMINGTON TRUST, NATIONAL ASSOCIATION, as First Lien Representative, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Second Lien Representative, EACH ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE...
Intercreditor Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

INTERCREDITOR AGREEMENT dated as of May 4, 2018 (this “Agreement”), among WILMINGTON TRUST, NATIONAL ASSOCIATION (“Wilmington Trust”), as collateral agent for the First Lien Lenders (as defined below) (in such capacity, the “First Lien Representative”), WILMINGTON TRUST, as collateral agent for the Second Lien Lenders (as defined below) (in such capacity, the “Second Lien Representative”), and each ADDITIONAL FIRST LIEN OBLIGATIONS REPRESENTATIVE and each ADDITIONAL SECOND LIEN OBLIGATIONS REPRESENTATIVE that, in each case, shall have become a party hereto pursuant to Section 10.05(b).

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VECTOR CAPITAL One Market Street Steuart Tower, 23rd Floor San Francisco, California 94105
First Lien Credit and Guaranty Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software

This letter (the “Side Letter”) expressly sets out the agreement between the Borrower and Vector Capital with respect to Vector Capital’s observation rights on the Board of Directors (as defined below), as further described in Section 1 herein. Capitalized terms used herein without definition are used as defined in the Credit Agreement.

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DEPOSIT ACCOUNT CONTROL AGREEMENT (Blocked Account)
Deposit Account Control Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software • New York

This Deposit Account Control Agreement (Blocked Account) (this “Agreement”) is entered into as of May 4, 2018, by Fusion Connect, Inc., a Delaware corporation (“Borrower”), Wilmington Trust, National Association, a national banking association (“First Lien Secured Party”), and East West Bank, a California banking corporation (“Deposit Holder”). All references herein to the “Uniform Commercial Code” refers to the Uniform Commercial Code as in effect from time to time in the State of New York. Terms defined in the Uniform Commercial Code have the same meanings when used herein.

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May 4, 2018 PRIVATE & CONFIDENTIAL Fusion Connect, Inc.
Merger Agreement • May 10th, 2018 • Fusion Connect, Inc. • Services-prepackaged software
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