Blueprint





 







 Exhibit 10.1


 



Lock-Up Agreement

 


June 7,
2018

 



Fusion Connect, Inc.



420 Lexington Avenue, Suite 1718



New York, New York 10170



Attention: General Counsel

 



Ladies and Gentlemen:

 


In
connection with Fusion Connect, Inc.’s (“Fusion”)
obligations under the terms of that certain Registration Rights
Agreement (the “Registration Rights
Agreement”) dated May 4, 2018 (the “Closing
Date”), to register certain shares of Fusion’s
common stock, $0.01 par value per share (“Registrable
Securities”), which were issued to BCHI Holdings LLC
(“BCHI
Holdings”) on the Closing Date, BCHI Holdings hereby
agrees that without, in each case, the prior written consent of
Fusion during the period specified in the second succeeding
paragraph (the “Lock-Up
Period”), and subject to the proviso below, and
subject to the exception indicated in the last sentence of this
paragraph, BCHI Holdings will not offer, announce the intention to
sell, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, make any short sale or
otherwise transfer or dispose of, directly or indirectly (other
than a pledge to secure one or more loans to BCHI Holdings or one
of more of its members (a “Permitted
Pledge”)), any of the Registrable Securities, or
publicly disclose the intention to do any of the foregoing. Nothing
contained in this letter will prohibit, and it will not apply to,
the exercise by BCHI Holdings of its rights under Section 2.3 of
the Registration Rights Agreement (Piggyback Registration
Rights).

 


BCHI
Holdings agrees that the foregoing restrictions (except in respect
of a Permitted Pledge) preclude BCHI Holdings from engaging in any
hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or
disposition of the Registrable Securities even if such Securities
would be disposed of by someone other than BCHI Holdings. Such
prohibited hedging or other transactions would include without
limitation any short sale or any purchase, sale or grant of any
right (including without limitation any put or call option) with
respect to any of the Registrable Securities or with respect to any
security that includes, relates to or derives any significant part
of its value from such Securities.

 


The
Lock-Up Period will commence on the date of this Lock-Up Agreement
(this “Agreement”)
and continue and include the date that is one hundred twenty (120)
days from the Closing Date.

 


In
furtherance of the foregoing, the Company and its transfer agent
and registrar are hereby authorized to decline to make any transfer
of shares of Common Stock or other Company securities if such
transfer would constitute a violation or breach of this
Agreement.

 


BCHI
Holdings hereby represents and warrants that it has full power and
authority to enter into this Agreement and that upon request, it
will execute any additional documents necessary to ensure the
validity or enforcement of this Agreement. All authority herein
conferred or agreed to be conferred and any obligations of BCHI
Holdings shall be binding upon the successors and assigns of BCHI
Holdings.

 


This
Agreement shall be governed by, and construed in accordance with
the laws of the State of Delaware, without regard to any applicable
conflict of law principles.


 


 


	

 

	
BCHI
HOLDINGS, LLC

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
Holcombe T., Green.
Jr.

	

 


	

 

	Name:	
Holcombe T., Green.
Jr.

	

 


	

 

	Title:	

Manager