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FSNN Proposed Acquisition
On August 30, 2013, the Company and its newly-formed subsidiary, Fusion Broadvox Acquisition Corp. (“FBAC”), entered into an Asset Purchase and Sale
Agreement (the “Agreement”) to acquire specified assets owned by BroadvoxGo! LLC and Cypress Communications, LLC (collectively, the “Sellers”) and used in the
operation of the cloud communications services segment of the Sellers’ business (the “Acquired Business”). The Company also agreed to assume substantially all of
the on-going liabilities of the Acquired Business incurred in the ordinary course of business.
The aggregate purchase price for the assets to be purchased from the Sellers, net of the assumed liabilities, is $32.1 million (subject to adjustment as provided in the
Agreement), payable in cash, at closing. In accordance with the Agreement, the Company delivered $200,000 into escrow as a good faith deposit to be refunded to
the Company only under certain limited circumstances, such as Sellers’ wrongful failure to complete the sale or the Company’s termination of the Agreement due to
Sellers’ failure to satisfy a condition precedent to closing not waived by the Company.
While the Agreement contemplates that a closing of the sale of the Acquired Business will take place in the fourth quarter of 2013, the conditions precedent to
closing are such that there can be no assurance that the Company will complete its acquisition of the Acquired Business in that time or at all.
