FORM OF WARRANT

the securities represented by this warrant have not been registered under the securities act of 1933, as amended (the "securities act"), or applicable state securities laws. the securities have been acquired for investment and may not be offered for sale, sold, transferred or assigned unless (1) there is an effective registration statement under such act covering such securities, (2) the sale is made in accordance with rule 144 or a bona fide pledge or custodial arrangement with respect to such securities or (3) an opinion of counsel reasonably satisfactory to the company is delivered stating that such registration is not required.

warrant no. CS_______–___

up to ________ shares of
                  common stock, subject to adjustment

WARRANT

FUSION TELECOMMUNICATIONS INTERNATIONAL, INC.

fusion telecommunications international, inc. (the " company " or the " issuer "), a Delaware corporation, for value received, hereby certifies that _______ , or its permitted assigns, is the registered holder (the " holder ") of warrants to purchase from the issuer up to ________   (the " warrant number ") duly authorized, validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share (the " common stock "), of the issuer at a price per share equal to the warrant price (as defined herein), subject to the terms, conditions and adjustments set forth below in this warrant (this " warrant ").

TABLE OF CONTENTS

  1 .     Warrant                   

  2.      Reservation of Shares

  3.      Transfer and Assignment

  4.      Taxes

  5.      Adjustments

  6.      Business Combinations

  7.      Lost or Stolen Warrant

  8.      Agent

  9.      Notice

10.     Miscellaneous

1.     Warrant
 
The Warrant represented hereby has been issued pursuant to the Subscription Agreement dated _________ (the “ Subscription Agreement ”), and is subject to the terms and conditions thereof. Unless otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Subscription Agreement.
 
      1.1      Warrant Number and Price; Warrant Term .
 
              (a)       Warrant Number and Price . Subject to the provisions of this Warrant
 
                        (i)     This Warrant entitles the Holder to purchase at any time during the Warrant Term for the Warrant Price up to the Warrant Number of
                                shares of Common Stock, subject to adjustment as set forth herein;

                       (ii)     The " Warrant Price " shall be $_______ per share.

            (b)       Warrant Term .  The " Warrant Term " Shall mean from and after the Closing Date (herein defined) until _____________.

     1.2     Manner of Exercise .

(a)     The Warrant may be exercised by the Holder, in whole or in part, from time to time during the Warrant Term, by presentation and surrender hereof to the Issuer at its principal office with a notice in substantially the form attached to this Warrant as Exhibit 1 duly executed by such Holder (a " Warrant Notice ") and accompanied by payment of the Warrant Price for the number of shares of Common Stock specified in such form. Any such exercise shall be irrevocable. As soon as practicable after each such exercise of this Warrant, but not later than ten (10) Business Days from the receipt the Warrant Notice, the Issuer shall issue and deliver to the Holder a certificate or certificates for the shares of Common Stock issuable upon such exercise, registered in the name of the Holder or its designee.

2.       Reservation of Shares

For so long as this Warrant has not been exercised in full, the Issuer shall, at all times prior to the end of the Warrant Term, reserve and keep available free from any pre-emptive rights that would reduce the number of shares issuable to the Holder under this Warrant, out of its authorized but unissued capital stock, the number of shares of Common Stock available for exercise hereunder. In the event the number of issued shares of Common Stock plus all other shares of Common Stock outstanding and otherwise reserved for issuance exceeds the total authorized number of shares of Common Stock, the Issuer shall promptly take all actions necessary to increase the authorized number of shares of Common Stock, including causing its board of directors to call a special meeting of stockholders and recommend such increase.

3.     Transfer and Assignment .

By accepting delivery of this Warrant, the Holder covenants and agrees with the Issuer not to exercise the Warrant or transfer the Warrant or the shares of Common Stock represented hereby except in compliance with the terms of this Warrant. By accepting delivery of this Warrant, the Holder further covenants and agrees with the Issuer that the Warrant may not be sold or assigned, in whole or in part, unless such sale or assignment complies with applicable federal and state securities laws and the terms of this Warrant. As condition precedent to any transfer, the Holder shall provide the Issuer with an opinion of counsel in such form as the Issuer may reasonably require. If a portion of the Warrant evidenced hereby is transferred in compliance with the terms of this Warrant, all rights of the Holder hereunder may be exercised by the transferee provided that any Holder of the Warrant may deliver a Warrant Notice only with respect to such Holder's portion of the Warrant.

4.       Taxes

The Issuer will pay all documentary stamp taxes (if any) attributable to the issuance of Common Stock upon the exercise of the Warrant by the Holder; provided, however, that the Issuer shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the registration of the Warrant or any certificates for Common Shares in a name other than that of the Holder of the Warrant surrendered upon the exercise of the Warrant, and the Issuer shall not be required to issue or deliver a Warrant evidencing rights there under or certificates for Common Shares unless or until the person or persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the reasonable satisfaction of the Issuer that such tax has been paid.

5.     Adjustments

The number of shares of Common Stock issuable upon exercise of the Warrant is subject to adjustment for stock splits, combinations, stock dividends, recapitalizations and similar corporate events, as may be determined in good faith by the Company’s Board of Directors.

6.     Business Combinations

In case the Issuer on or after the date hereof is party to any (a) acquisition of the Issuer by means of merger or other form of corporate reorganization in which outstanding shares of the Issuer are exchanged for securities or other consideration issued, or caused to be issued, by the Acquiring Person, herein defined, or its Parent, herein defined, Subsidiary, herein defined, or affiliate, (b) a sale of all or substantially all of the assets of the Issuer (on a consolidated basis) in a single transaction or series of related transactions, (c) any other transaction or series of related transactions by the Issuer or relating to the Common Stock (including without limitation, any stock purchase or tender or exchange offer) in which the power to cast the majority of the eligible votes at a meeting of the Issuer's stockholders at which directors are elected is transferred to a single entity or group acting in concert, or (d) a capital reorganization or reclassification of the Common Stock or other securities (other than a reorganization or reclassification in which the Common Stock or other securities are not converted into or exchanged for cash or other property, and, immediately after consummation of such transaction, the stockholders of the Issuer immediately prior to such transaction own the Common Stock, other securities or other voting stock of the Issuer in substantially the same proportions relative to each other as such stockholders owned immediately prior to such transaction), then, and in the case of each such transaction (each of which is referred to herein as " Change in Control ", proper provision shall be made so that, at the option of the Acquiring Person and upon fifteen (15) days’ notice to the Issuer and the Holder prior to the consummation of the Change of Control, either (i) the Acquiring Person expressly agrees to assume all of the Issuer’s obligations under the Warrant or (ii) the Holder has fifteen (15) days in which to exercise its rights under the War