WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
FOR RESIDENTS OF PENNSYLVANIA
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA SECURITIES ACT
AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
WITHIN 12 MONTHS AFTER THE DATE OF PURCHASE, UNLESS SUBSEQUENTLY REGISTERED
UNDER THE PENNSYLVANIA SECURITIES ACT OR UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM
REGISTRATION BY SECTION 203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THE
ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY
LIABILITY TO THE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN 2
BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING
CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO
BINDING CONTRACT OF PURCHASE, WITHIN 2 BUSINESS DAYS AFTER HE MAKES THE INITIAL
PAYMENT FOR THE SECURITIES BEING OFFERED.
FOR RESIDENTS OF GEORGIA
THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH THIRTEEN (13)
OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE
SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
FOR RESIDENTS OF FLORIDA
PURSUANT TO THE LAWS OF THE STATE OF FLORIDA, IF SALES ARE MADE TO FIVE (5) OR
MORE INVESTORS IN FLORIDA, ANY FLORIDA INVESTOR MAY, AT ITS OPTION, WITHDRAW,
UPON WRITTEN (OR TELEGRAPHIC) NOTICE, ANY PURCHASE HEREUNDER WITHIN A PERIOD OF
THREE (3) DAYS AFTER (A) THE INVESTOR FIRST TENDERS OR PAYS TO THE COMPANY AN
AGENT OF THE COMPANY OR AN ESCROW AGENT THE CONSIDERATION REQUIRED HEREUNDER,
(B) THE INVESTOR DELIVERS ITS EXECUTED SUBSCRIPTION AGREEMENT, OR (C) THE
AVAILABILITY OF THAT PRIVILEGE IS COMMUNICATED TO SUCH INVESTOR, WHICHEVER
OCCURS LATER.
Subscription and Rights Agreement
Page 2
SUBSCRIPTION AND RIGHTS AGREEMENT
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.
SUBSCRIPTION AND RIGHTS AGREEMENT (this "Subscription Agreement") by and between
FUSION TELECOMMUNICATIONS INTERNATIONAL, INC., a Delaware Corporation (the
"Company") and the SUBSCRIBER whose name appears on the signature page to this
Subscription Agreement ("Subscriber").
This Subscription Agreement is executed and delivered in connection with the
offering of up to $[INSERT INFORMATION HERE] (the "Offering") in shares (the
"Shares") of the Company's Common Stock, $.01 par value per share (the "Common
Stock") and accompanying Common Stock Purchase Warrants (the "Warrants") to
purchase one share of Common Stock ("Warrant Shares") for each [INSERT
INFORMATION HERE] Shares purchased in the Offering. The Company, in its sole
discretion and without notice, may increase the size of the Offering by an
additional $[INSERT INFORMATION HERE]. The Common Stock and the Warrants are
sometimes collectively referred to as the "Securities"). The Offering and the
Securities are more fully described in the Company's Confidential Private
Placement Memorandum dated [INSERT INFORMATION HERE] (the "Memorandum"). The
Form of Common Stock Purchase Warrant is attached as Exhibit "[INSERT
INFORMATION HERE]" to