Unassociated Document


    LEASE
      MODIFICATION AGREEMENT

    


    


    LEASE
      MODIFICATION AGREEMENT (this “Agreement”)
      dated
      as of the 11th day of November, 2006 between SLG Graybar Sublease, LLC,
      having an office c/o SL Green Realty Corp., 420 Lexington Avenue, New York,
      New
      York (hereinafter referred to as “Landlord”)
      and
      Fusion Telecommunications International, Inc., having an office at 420 Lexington
      Avenue, Room 1718-1722, New York, New York (hereinafter referred to as
“Tenant”).

    


    WITNESSETH:

     

    WHEREAS,
      Landlord and Tenant, entered into that certain lease agreement dated as of
      November 1, 2005 (the “Lease”)
      covering certain space located on the seventeenth (17th)
      floor
      commonly known as Room 1718-1722 as more particularly described in said lease
      agreement (the “Premises”),
      in
      the building known as 420 Lexington Avenue, New York, New York (the
“Building”)
      under
      the terms and conditions contained therein; and

     

    WHEREAS,
      Landlord and Tenant wish to modify the Lease in order to allow Tenant the option
      of furnishing the security deposit required under the Lease in the form of
      a
      letter of credit, subject to the terms, covenants and conditions of the Lease,
      as modified by this Agreement.

     

    NOW,
      THEREFORE, in
      consideration of the mutual agreements herein contained and other good and
      valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereby agree as follows:

    


    1. Security
      Deposit/Letter of Credit. 

     

     Effective
      as of the date hereof, Article 31 of the Lease shall be modified by adding
      the
      following verbiage:

    


    31.06 Notwithstanding
      anything contained herein to the contrary, in lieu of a cash deposit, Tenant
      shall be permitted to deliver to Landlord as and for security hereunder a clean,
      irrevocable and unconditional letter of credit in an amount equal to the
      security required to be deposited by Tenant pursuant hereto which shall comply
      and conform in all material respects with the form annexed hereto and made
      apart
      hereof as Exhibit
      A
      (hereinafter called the "Credit"), to be held, used and drawn upon solely under
      the security provisions of this Lease, which Credit shall be issued by a bank
      which is a member of the New York Clearing House Association, in the amount
      of
      $428,390.55, naming Landlord (or its successor as Landlord) as beneficiary.
      The
      Credit shall be transferable. All transfer fees shall be payable by Tenant.
      

    


    31.07 If
      during
      the term of this Lease, the Credit and/or the proceeds of all or part of said
      Credit become less than the full amount of the security hereinabove required,
      then and in such event Tenant shall, upon demand, deposit with Landlord the
      amount of any security/Credit theretofore used or applied by Landlord pursuant
      to the terms hereof in order that Landlord shall have the full security on
      hand
      at all times during the term of this Lease. If at the expiration of the term
      of
      this Lease, Landlord holds all or part of said Credit, and Tenant is not in
      default under any of the terms, covenants and conditions of this Lease, then
      Landlord will turn over said Credit to Tenant or assign it to the designee
      of
      Tenant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    31.08
      It
      shall be the obligation of Tenant during the term of this Lease to deliver
      to
      Landlord at least sixty (60) days prior to the expiration date of the then
      existing Credit, a renewal or extension of said Credit or a substitute Credit
      (each fully complying with the foregoing). If for any reason Landlord has not
      received such renewal or extension or substitute Credit within sixty (60) days
      prior to the expiration date of the then existing Credit, then and in such
      event
      Landlord shall be free to draw on the Credit and hold and use and apply the
      proceeds thereof in accordance with the security deposit provisions of this
      Lease. Tenant agrees to reimburse Landlord for any reasonable attorneys' fees
      incurred by Landlord, after the commencement of the term of this Lease, in
      connection with reviewing the Credit and any renewals, extensions or
      substitutions therefor, ensuring that the provisions of the Credit and any
      renewals, extensions or substitutions therefor comply with the provisions of
      this Article, drawing down upon the proceeds of Credit, or any renewals,
      extensions or substitution therefor, or ensuring that the security/Credit is
      maintained as required under this Lease.” 

    


    2. Successors
      and Assigns.

    


    This
      agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and permitted assigns.

    


    3. Entire
      Agreement; Effectiveness; Ratification.

    


    The
      Lease, as modified by this Agreement, represents the entire understanding
      between the parties with regard to the matters addressed herein and may only
      be
      modified by written agreement executed by all parties hereto. All prior
      understandings or representations between the parties hereto, oral or written,
      with regard to the matters addressed herein, other than the Lease, are hereby
      merged herein. This agreement shall not be binding upon Landlord and Tenant
      until executed and delivered by both Landlord and Tenant. Except as specifically
      modified herein, all other terms, covenants and conditions of the Lease are
      and
      shall remain in full force and effect and are hereby ratified and
      confirmed.

    


    4. No
      Brokers/Indemnification.

    


    Tenant
      covenants, represents and warrants that Tenant has had no dealings or
      negotiations with any broker or agent in connection with the consummation of
      this agreement other than SL Green Leasing, LLC and Tenant covenants and agrees
      to defend, hold harmless and indemnify Landlord from and against any and all
      cost, expense (including reasonable attorneys' fees) or liability for any
      compensation, commissions or charges claimed by any broker or agent with respect
      to this Agreement or the negotiation thereof. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5. Miscellaneous.

    


    The
      captions in this Agreement are for convenience only and are not to be considered
      in construing this agreement. This Agreement may not be modified except in
      a
      writing signed by Landlord and Tenant. This Agreement shall be construed without
      regard to any presumption or other rule requiring construction against the
      party
      causing this agreement to be drafted. Terms used in this Agreement and not
      otherwise defined herein shall have the respective meanings ascribed thereto
      in
      the Lease. If any provision of this Agreement or its application to any person
      or circumstances is invalid or unenforceable to any extent, the remainder of
      this agreement, or the applicability of such provision to other persons or
      circumstances, shall be valid and enforceable to the fullest extent permitted
      by
      law and shall be deemed to be separate from such invalid or unenforceable
      provisions and shall continue in full force and effect.

    


    IN
      WITNESS WHEREOF, Landlord and Tenant have duly executed this Agreement as of
      the
      day and year first above written.

     

    
      	 	 	SLG GRAYBAR SUBLEASE LLC, as
              Landlord 
	 	 	 
	 	 	By:_______________________________________ 
	 	 	Name: 
	 	 	Title: 
	Witness: 	 	 
	__________________________ 	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	FUSION
              TELECOMMUNICATIONS  
	 	 	INTERNATIONAL, INC., as
              Tenant 
	 	 	 
	 	 	By:_______________________________________ 
	 	 	Name: 
	 	 	Title: 
	Witness: 	 	 
	__________________________ 	 	 
	Name: 	 	 
	Title: