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M&A Activity • Nov 15, 2016

Apptix ASA Sells US Subsidiary & Operations

Apptix ASA Sells US Subsidiary & Operations

Herndon, VA and Oslo, Norway, November 15, 2016

Apptix ASA, today announced it has sold Apptix, Inc.

(the "Company"), its US-based subsidiary and operations

to Fusion Telecommunications International Inc.

("Fusion") (NASDAQ: FSNN), a leading cloud services

provider delivering an integrated suite of advanced

cloud communications, cloud connectivity, and cloud

computing solutions to business customers nationwide.

The transaction was valued at USD 28.0 million in cash

and equity paid at closing, less net debt obligations,

transaction fees and expenses.

Sale of US Operations

On November 14, 2016 Apptix ASA signed and closed a

Stock Purchase Agreement ("SPA") with Fusion for the

sale of the Company, its only subsidiary and business

operations.

Fusion is a leading provider of integrated cloud

solutions to small, medium and large businesses.

Fusion's advanced, proprietary service platform enables

the integration of leading edge solutions in the cloud,

including cloud voice and unified communications,

contact center, cloud connectivity, cloud computing and

additional cloud services such as storage and security.

Fusion is listed on the NASDAQ Capital Market under

ticker FSNN. The Company will be a wholly-owned

subsidiary of Fusion and will be a major component of

Fusion's cloud-based Business Services division.

The Apptix/Fusion combination creates a business with

about USD 145 million in annual revenues, substantial

synergies in the form of cost savings, operational

strength and diversified customer base, of which Apptix

ASA shareholders will control 16.6% post transaction.

"With the numerous initiatives we have undertaken since

2014 and culminating with the Fusion transaction, we

believe we have provided our shareholders with the best

possible cash outcome along with an additional

opportunity to participate in the future growth of

Fusion with equity participation. We have great

confidence in Fusion's strategy and its ability to

create significant value. Importantly, the two companies

share a common vision and culture which provides a great

foundation for the integration of our teams," commented

Johan Lindqvist, Chairman of Apptix ASA.

Matthew Rosen, Fusion's Chief Executive Officer,

said, "We are thrilled to announce our acquisition of

Apptix, which continues Fusion's previously announced

strategy to build a market leading portfolio of

integrated cloud service offerings and to achieve

greater scale through disciplined, targeted

acquisitions. The addition of Apptix deepens Fusion's

comprehensive service portfolio with a focus on

extending these services to the desktop and IT

infrastructure of our customers. I am especially pleased

to further grow our team of seasoned, highly trained

cloud technology professionals.

"We have gotten to know the Apptix team well over the

past several months and have been tremendously impressed

with the company's business, its customer base, its

cloud computing infrastructure, and its engineering and

development capabilities. We firmly believe Apptix is a

great strategic fit for Fusion and are excited about our

company's next chapter of growth," Mr. Rosen concluded.

Apptix ASA was paid USD 23.0 million in cash at closing

(before any transaction related expenses). Apptix ASA

also received a total of 2,997,926 shares of Fusion

common stock representing 19.9% of the outstanding

Fusion common stock immediately prior to closing and

16.6% immediately following the close. Based on the

weighted average stock price of the Fusion shares over

the past 180 days, the aggregate equity consideration

was valued at USD 5.0 million. The transaction was

structured as a "debt-free, cash-free" deal whereby

Apptix ASA retained the cash balances of the Company at

closing of approximately USD 3.7 million. Apptix ASA

was also required to satisfy any of the Company's

outstanding funded debt obligations at closing which

totaled approximately USD 7.1 million. Additionally,

Apptix ASA incurred approximately USD 2.3 million in

transaction related fees and expenses in connection with

the transaction. There was no escrow adjustment pursuant

to the transaction and all indemnifications along with

representations & warranties expired with the closing.

Apptix ASA will be receiving approximately USD 17.3

million in net cash proceeds or approximately NOK 1.80

per share. It is the Board of Directors' intention to

distribute NOK 1.65 per share as a dividend in December

Of the total equity received by Apptix ASA, 50% of the

shares, or 1,498,963 shares, were transferred to Apptix

ASA at closing with the remaining 50%, or 1,498,963

shares, being transferred to Apptix ASA upon the receipt

of two state public utility regulatory commission

approvals which are expected within the next 120 days.

The Fusion shares received by Apptix ASA will be subject

to Regulation 144 of the United States Securities Act of

1934 restricting the sale of the Fusion stock for up to

12 months following the closing date. Fusion has agreed

to file a registration statement with the US Securities

and Exchange Commission within 12 months of closing,

making the shares freely tradable on the NASDAQ

exchange. During this period of time, the shares will be

held and owned by Apptix ASA.

The Company's President and Chief Operating Officer will

not remain with the Company post-transaction.

Pacific Crest Securities, a division of KeyBanc Capital

Markets, represented Apptix ASA and the Company in this

transaction.

Forward Looking Statements

Matters discussed in this announcement may constitute

forward-looking statements. Forward-looking statements

are statements that are not historical facts and may be

identified by words such

as «believe», «expect», «anticipate», «strategy», «intend

s», «estimate», «will», «may», «continue», «should» and

similar expressions. The forward-looking statements in

this release are based upon various assumptions, many of

which are based, in turn, upon further assumptions.

Although the Company believes that these assumptions

were, or are, as the case may be, reasonable when made,

these assumptions are inherently subject to significant

known and unknown risks, uncertainties, contingencies

and other important factors which are difficult or

impossible to predict and are beyond the control of the

Company or may be erroneous or turn out to be erroneous

for other reasons. Actual events may differ

significantly from any anticipated development due to a

number of factors, including without limitation, changes

in public sector investment levels, changes in the

general economic, political and market conditions in the

United States and other world markets, the Company's

ability to attract, retain and motivate qualified

personnel, changes in the Company's ability to engage in

commercially acceptable acquisitions and strategic

investments, and changes in laws and regulation and the

potential impact of legal proceedings and actions. Such

risks, uncertainties, contingencies and other important

factors could cause actual events to differ materially

from the expectations expressed or implied in this

release by such forward-looking statements.

The information, opinions and forward-looking statements

contained in this announcement speak only as at its

date, and are subject to change without notice. The

Company does not undertake any obligation to review,

update, confirm, or to release publicly any revisions to

any forward-looking statements to reflect events that

occur or circumstances that arise in relation to the

content of this announcement. You should not place

reliance on the forward-looking statements in this

document.

About Apptix

Immediately prior to the aforementioned transaction,

Apptix ASA (OSE: APP) was the premier provider of

managed and hosted business communication,

collaboration, compliance & security, and infrastructure

solutions to mid-market and enterprise customers and

blue chip channel partners. Apptix was a cloud services

pioneer and had almost 400,000 users under contract

around the world. Apptix's comprehensive portfolio of

cloud solutions included Microsoft Azure, Microsoft

Office 365, Microsoft Exchange, Microsoft SharePoint,

Microsoft Lync, VoIP, Servers on Demand, Enterprise

Backup, Disaster Recovery, File Sync & Share, and

Virtual Desktops. Apptix services were delivered over a

highly reliable network leveraging best-in-class

technology, housed in SSAE 16-compliant data centers,

and backed by US-based 24/7 support. For more

information, visit www.apptix.com.

For further information:

Johan Lindqvist (Chairman)

johan.lindqvist@windchange.se

+46 733 55 09 35

Christopher E. Mack (President & COO)

chris.mack@apptix.com

+1 703 890 2800