FTE Networks, Inc. Sample Contracts

FTE Networks, Inc. – STANDSTILL AGREEMENT (October 11th, 2019)

In connection with the transactions contemplated by that certain Proposal For Surrender Of Collateral And Strict Foreclosure (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc. (“FTE”), and certain other parties named therein, from Lateral Juscom Feeder LLC, in order to induce FTE to enter into the Proposal and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as set forth herein.

FTE Networks, Inc. – PROPOSAL FOR SURRENDER OF COLLATERAL AND STRICT FORECLOSURE (October 11th, 2019)

This PROPOSAL FOR SURRENDER OF COLLATERAL AND STRICT FORECLOSURE (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc., a Nevada corporation (“FTE”), and the other Credit Parties listed on the signature page hereto, from Lateral Juscom Feeder LLC, a Delaware limited liability company, as the administrative agent (in such capacity, the “Agent”) under the Credit Agreement referenced below, and the lenders party hereto and their respective successors and assigns.

FTE Networks, Inc. – TRANSITION SERVICES AGREEMENT (October 11th, 2019)

This Transition Services Agreement (this “Agreement”), effective as of October 10, 2019 (the “Effective Date”), is made and entered by and between FTE Networks, Inc., a Nevada corporation (together with its successors and assigns, “FTE Networks” or the “Receiving Party”), and Benchmark Builders, LLC, a New York limited liability company (“Benchmark” or “Providing Party” and, together with FTE Networks, individually a “Party” and collectively the “Parties”).

FTE Networks, Inc. – STANDSTILL AGREEMENT (October 11th, 2019)

In connection with the transactions contemplated by that certain Proposal For Surrender Of Collateral And Strict Foreclosure (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc. (“FTE”), and certain other parties named therein, from Lateral Juscom Feeder LLC, in order to induce FTE to enter into the Proposal and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as set forth herein.

FTE Networks, Inc. – AGREEMENT REGARDING DEBT AND SERIES H PREFERRED STOCK (October 11th, 2019)

This Agreement Regarding Debt and Series H Preferred Stock (the “Agreement”), is made as of October 10, 2019, by and among FTE Networks, Inc., a Nevada corporation (the “Company”), Fred Sacramone (“Sacramone”) and Brian McMahon (“McMahon).

FTE Networks, Inc. – SUMMARY OF INDICATIVE TERMS AND PROVISIONS FOR DISCUSSION PURPOSES ONLY - NOT A COMMITMENT - SUBJECT TO THE REVIEW AND APPROVAL OF THE PARTIES AND THEIR LEGAL COUNSEL October 8, 2019 (October 11th, 2019)

This Summary of Indicative Terms and Provisions sets forth the principal non-binding terms of the contemplated transaction currently being negotiated between the Acquiror and Contribution Vehicle (the “Acquiror”), Lateral Investment Management, LLC (“Lateral”) FTE Networks Inc. (“FTE”), and Benchmark Builders, Inc. (“Benchmark”). This Summary is not intended to be and should not be construed as a commitment to invest, offer or agreement, nor should it be construed or interpreted as an attempt to establish all of the terms and conditions relating to the transactions described herein. In general, the contemplated transaction is a restructuring of (“FTE”) involving, among other matters, the separation of certain obligations and litigation into two separate, private entities, and the contribution by the Acquiror of certain real estate related assets to FTE (“the Transaction”).

FTE Networks, Inc. – AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 2, 2019 by and among JUS-COM, INC., as a Person composing Borrower, FTE NETWORKS, INC., as a Person composing Borrower, BENCHMARK BUILDERS, INC., as a Person composing Borrower, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, LATERAL JUSCOM FEEDER LLC, as the Administrative Agent, and THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders (July 8th, 2019)

This AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of July 2, 2019 among (1) JUS-COM, INC., an Indiana corporation (“Jus-Com”), (2) FTE NETWORKS, INC., a Nevada corporation (“Holdings”), (3) BENCHMARK BUILDERS, INC., a New York corporation (“Benchmark”; Jus-Com, Holdings and Benchmark are referred to herein collectively, jointly and severally, as the “Borrower”), (4) LATERAL JUSCOM FEEDER LLC (in its individual capacity, “Lateral”), as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”) for the several lenders from time to time party to this Agreement (each, individually, a “Lender” and, collectively, the “Lenders”), and (5) such Lenders.

FTE Networks, Inc. – [SERIES A-1][SERIES A-2] WARRANT (July 8th, 2019)

FTE Networks Inc. ( the “Company” ), hereby certifies that, for value received, [●] (the “Holder” ), is entitled to purchase from the Company up to a total of [●] shares (the “Warrant Shares”) of common stock, par value $0.001 per share (“Common Stock”), subject to adjustment as set forth in Section 4, or following the exercise of this Warrant in part pursuant to Section 5 hereof, the remaining number of shares of Common Stock issuable upon exercise of this Warrant as set forth in the Warrant Register (as defined below), at any time and from time to time from and after the Original Issue Date and through and including the five year anniversary of the Original Issue Date (the “Expiration Date”), at the Exercise Price (as defined in Section 3 hereof), and subject to the following.

FTE Networks, Inc. – INVESTOR RIGHTS AGREEMENT (July 8th, 2019)

This Investor Rights Agreement (this “Agreement”) is entered into as of July 2, 2019, by and between FTE Networks, Inc., a Nevada corporation (the “Company”), on the one hand, and Lateral Juscom Feeder LLC, a Delaware limited liability company (“Lateral”), on the other hand. Each of the Company and Lateral are a “Party” and, collectively, the “Parties.”

FTE Networks, Inc. – AMENDED AND RESTATED PROMISSORY NOTE (July 8th, 2019)

This Note amends and restates the Promissory Note, dated as of February 12, 2019 (the “Original Note”), by Obligor (as hereinafter defined) in favor of the Holder (as hereinafter defined). This Note is not being given by the Obligor or accepted by the Holder in satisfaction of said indebtedness or as a novation with respect thereto. The undersigned, FTE Networks, Inc., a Nevada corporation (the “Obligor”), hereby promises to pay to Fred Sacramone (the “Holder”), with an address at 34 Haas Road, Basking Ridge, NJ 07920, subject to the terms and conditions set forth herein and in the manner and at the place hereafter set forth, the principal sum of One Million Forty Six Thousand Four Hundred Ninety Nine Dollars and Eighty Five Cents ($1,046,499.85) (the “Principal Amount”), which such amount shall be paid in accordance herewith, together with interest accrued thereon, computed at the rate of Twelve percent (12%) per annum on the outstanding, unpaid Principal Amount of the Original Note,

FTE Networks, Inc. – AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (July 8th, 2019)

This Note amends and restates the Convertible Promissory Note, dated as of April 20, 2017 (the “Original Note”), by the Obligor (as hereinafter defined) in favor of the Holder (as hereinafter defined). This Note is not being given by the Obligor or accepted by the Holder in satisfaction of said indebtedness or as a novation with respect thereto. The undersigned, FTE Networks, Inc., a Nevada corporation (the “Obligor”), hereby promises to pay to Fred Sacramone, (the “Holder”), with an address at 34 Haas Road, Basking Ridge, New Jersey 07920, subject to the terms and conditions set forth herein and in the manner and at the place hereafter set forth, the principal sum of Four Million One Hundred Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($4,166,666.67 USD) (the “Principal Amount”), which such amount shall be paid in accordance herewith, together with interest accrued thereon, computed at the rate of (i) five percent (5%) per annum on the outstanding, unpaid Principal Amo

FTE Networks, Inc. – AGREEMENT TO EXCHANGE SERIES A AND A-1 CONVERTIBLE PREFERRED STOCK FOR SERIES H PREFERRED STOCK (July 8th, 2019)

THIS AGREEMENT (this “Agreement”) effective as of 3:02 p.m., July 2, 2019 (the “Effective Time”), by and between [Brian McMahon][Fred Sacramone] (“Holder”), and FTE Networks, Inc., a Nevada corporation (the “Company”).

FTE Networks, Inc. – CERTIFICATE OF DESIGNATION OF SERIES H PREFERRED STOCK OF FTE NETWORKS, INC. Pursuant to Section 78.1955 of Nevada Revised Statutes (July 8th, 2019)

FIRST: The original articles of incorporation of the Corporation were filed with the Secretary of State of Nevada on May 22, 2000, amended and restated on February 15, 2008, and amended and restated on April 24, 2008. The articles of incorporation of the Corporation as such may be amended or restated from time to time, are referred to herein as the “Articles of Incorporation.”

FTE Networks, Inc. – SUBSCRIPTION AGREEMENT (July 8th, 2019)

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is made by and between FTE Networks, Inc. a Nevada corporation (the “Company”), and the undersigned (“Subscriber”) as of the time and date this Subscription Agreement is accepted by the Company, as set forth on the Company’s signature page hereto.

FTE Networks, Inc. – Contract (July 8th, 2019)

This instrument and the rights and obligations evidenced hereby are subordinate in the manner and to the extent set forth in that certain AMENDED AND RESTATED Subordination and Intercreditor Agreement (the “Subordination Agreement”) dated as of JULY 2, 2019 among (inter alios) Brian McMahon, a natural person, as an Initial Subordinated Creditor, Fred Sacramone, a natural person, as an Initial Subordinated Creditor, the Obligor, and LATERAL JUSCOM FEEDER LLC, as Administrative Agent (the “Senior Agent”), to the indebtedness (including interest) owed by the Obligor and its subsidiaries, pursuant to that certain AMENDED AND RESTATED Credit Agreement dated as of JULY 2, 2019 among The Obligor, its subsidiaries party thereto, Senior Agent and the lenders from time to time party thereto (the “Senior Credit Agreement”) and the other Senior Debt Documents (as defined in the Subordination Agreement), as such Senior Credit Agreement and other Senior Debt Documents have been and hereafter may be

FTE Networks, Inc. – FTE NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT (July 8th, 2019)

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of July 2, 2019 among FTE Networks, Inc., a Nevada corporation (the “Company”), each of the investors listed on the signature pages hereto under the caption “Lateral Investors” (collectively, the “Lateral Investors”), the Benchmark Parties (as defined herein) and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.

FTE Networks, Inc. – FTE Networks Receives Notice of Noncompliance from NYSE American (June 11th, 2019)

New York, NY, June 11, 2019 — FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology solutions for smart platforms, network infrastructure and intelligent buildings, today announced that on June 5, 2019, the Company received a notice of non-compliance from the NYSE Regulation staff of the New York Stock Exchange (“NYSE”). As previously disclosed on the Company’s Form 8-K filed on June 3, 2019, four of the members of the board of directors (the “Board”) of FTE Networks, Inc. (the “Company”) resigned effective May 30, 2019. On May 30, 2019, the Company notified NYSE that, following the resignations, the Company had only one independent director, that he was the only member of the Audit Committee and that there were no members on the Nominating Committee and Compensation Committee. As a result, NYSE sent the Company a letter dated June 5, 2019 advising the Company that it was no longer in compliance with NYSE’s continued listing requ

FTE Networks, Inc. – FTE Networks Receives Notice from NYSE Regulation Regarding Late Filing of Annual Report (April 22nd, 2019)

New York, NY, April 22, 2019 -- FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology solutions for smart platforms, network infrastructure and intelligent buildings, today announced that on April 17, 2019, the Company received a notice of non-compliance with the continued listing standards set forth in Section 1007 of the Company Guide (the “Company Guide”) of NYSE American LLC (the “Exchange”). This notice of noncompliance is predicated on the Company’s failure to timely file its Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

FTE Networks, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT (April 5th, 2019)

As of the 1st day of May 2015, this EMPLOYMENT AGREEMENT is entered into by and FTE Networks, Inc, a Nevada corporation (the “Company”), and Anthony Sirotka undersigned individual (“Executive”).

FTE Networks, Inc. – AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT (April 5th, 2019)

This Amendment to the Executive Employment Agreement (the “Agreement”) is made as of March 1, 2019 (“Effective Date”) by and between FTE Networks, Inc. (“the Company”) and Anthony Sirotka (the “Executive”).

FTE Networks, Inc. – FORBEARANCE AGREEMENT (April 1st, 2019)

FORBEARANCE AGREEMENT (“Agreement”) dated as of March 30, 2019, by and among (1) Jus-Com, Inc., an Indiana corporation (“Jus-Com”), FTE Networks, Inc., a Nevada corporation (“Holdings”), Benchmark Builders, Inc., a New York corporation (“Benchmark” and together with Jus-Com and Holdings, the “Borrower”), (2) Focus Venture Partners, Inc., a Nevada Corporation, FTE Holdings, LLC, a Nevada limited liability company, Optos Capital Partners, LLC, a Delaware limited liability company, Focus Fiber Solutions, LLC, a Delaware limited liability company, Crosslayer, Inc., a Nevada corporation, UBIQ Communications, LLC, a Nevada limited liability company, and Focus Wireless, LLC, a Delaware limited liability company (each a “Guarantor” and collectively, the “Guarantors”) (Guarantors and Borrowers, collectively the “Credit Parties”), (3) Lateral Juscom Feeder LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, the “Agent”) and (4) the lenders party hereto (collecti

FTE Networks, Inc. – TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENT (March 12th, 2019)

THIS TRANSITION, SEPARATION AND GENERAL RELEASE AGREEMENT (the “Agreement”) is made between FTE Networks, Inc. (“FTE” or the “Company”) and David Lethem (“Lethem” or the “Employee”).

FTE Networks, Inc. – CONVERTIBLE PROMISSORY NOTE (March 11th, 2019)

This Note carries an OID of $300,000.00. In addition, Borrower agrees to pay $15,000.00 to Lender to cover Lender’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of this Note (the “Transaction Expense Amount”), all of which amount is included in the initial principal balance of this Note. The purchase price for this Note and the Origination Shares (as defined in the Purchase Agreement) shall be $2,000,000.00 (the “Purchase Price”), computed as follows: $2,315,000.00 original principal balance, less the OID, less the Transaction Expense Amount. The Purchase Price shall be payable by Lender by wire transfer of immediately available funds.

FTE Networks, Inc. – S E C U R I T I E S P U R C H A S E A G R E E M E N T (March 11th, 2019)

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 21, 2018, is entered into by and between FTE NETWORKS, INC., a Nevada corporation (“Company”), and ST. GEORGE INVESTMENTS LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

FTE Networks, Inc. – SECURITIES PURCHASE AGREEMENT (March 11th, 2019)

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 25, 2018, by and between FTE NETWORKS, INC., a Nevada corporation, with headquarters located at 999 Vanderbilt Beach Rd., Suite 601, Naples, FL 34108 (the “Company”), and CROWN BRIDGE PARTNERS, LLC, a New York limited liability company, with its address at 1173a 2nd Avenue, Suite 126, New York, NY 10065 (the “Buyer”).

FTE Networks, Inc. – CONVERTIBLE PROMISSORY NOTE (March 11th, 2019)

This Note carries a prorated original issue discount of $10,000.00 (the “OID”), to cover the Holder’s accounting fees, due diligence fees, monitoring, and/or other transactional costs incurred in connection with the purchase and sale of the Note, which is included in the principal balance of this Note. Thus, the purchase price of this Note shall be $90,000.00, computed as follows: the Principal Amount minus the OID.

FTE Networks, Inc. – AMENDMENT NO. 4 TO CREDIT AGREEMENT (February 15th, 2019)

AMENDMENT NO. 4 TO CREDIT AGREEMENT dated as of February 12, 2019 (the “Amendment”) among (1) JUS-COM, INC., an Indiana corporation (“Jus-Com”), (2) FTE NETWORKS, INC., a Nevada corporation (“Holdings”), (3) BENCHMARK BUILDERS, INC., a New York corporation (“Benchmark” and together with Jus-Com and Holdings, the “Borrower”), (4) the lenders party hereto, (5) LATERAL JUSCOM FEEDER LLC, a Delaware limited liability company, as Administrative Agent (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and (6) FOCUS VENTURE PARTNERS, INC., a Nevada limited liability company, FTE HOLDINGS, LLC, a Nevada limited liability company, OPTOS CAPITAL PARTNERS, LLC, a Delaware limited liability company, FOCUS FIBER SOLUTIONS, LLC, a Delaware limited liability company, CROSSLAYER, INC., a Nevada corporation, UBIQ COMMUNICATIONS, LLC, a Nevada limited liability company, and FOCUS WIRELESS, LLC, a Delaware limited liability company.

FTE Networks, Inc. – FTE Networks Executes Term Sheet to Amend Existing Senior Credit Facility Extends maturity of credit facility to March 30, 2021 (December 18th, 2018)

NAPLES, Fla., December 18, 2018 – FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology solutions for smart platforms, network infrastructure and intelligent buildings, today announced that it has signed an indicative term sheet with its senior lender, Lateral Investment Management, LLC. (“Lateral”), which includes outlining the material terms of an Amended and Restated Credit Facility, which is expected to replace and extend the duration of its existing credit facility.

FTE Networks, Inc. – FTE Networks Reports Second Quarter 2018 Results Revenue Increases 63.4% to $86.4 Million (Y-O-Y pro forma), Adjusted EBITDA of $7.6 Million Company Reiterates 2018 Guidance (August 15th, 2018)

NAPLES, Fla., August 15, 2018 — FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and intelligent buildings, announced today its financial results for the three-month period ended June 30, 2018.

FTE Networks, Inc. – NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION FTE NETWORKS, INC. 2017 OMNIBUS INCENTIVE PLAN (May 25th, 2018)

FOR GOOD AND VALUABLE CONSIDERATION, FTE Networks, Inc. (the “Company”) hereby grants, pursuant to the provisions of the FTE Networks, Inc. 2017 Omnibus Incentive Plan (the “Plan”), to the Grantee designated in this Notice of Grant of Non-qualified Stock Option (the “Notice of Grant”), a Non-qualified Stock Option to purchase the number of Shares set forth in the Notice of Grant (the “Option”), subject to certain terms and conditions as outlined below in the Notice of Grant and the additional terms and conditions set forth in the attached Terms and Conditions of Stock Option (together with the Notice of Grant, the “Award Agreement”).

FTE Networks, Inc. – FTE Networks Reports First Quarter 2018 Results Revenues Increase 89% to $85.1 Million (Y-O-Y pro forma), Adjusted EBITDA of $7.4 Million Company Reiterates 2018 Guidance (May 21st, 2018)

NAPLES, Fla., May 21, 2018 — FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and intelligent buildings, announced today its financial results for the three-month period ended March 31, 2018.

FTE Networks, Inc. – FTE Networks Reports Fourth Quarter and Full Year 2017 Results 2017 Audited Revenues of $243.4 Million (April 18th, 2018)

NAPLES, Fla., April 18, 2018 — FTE Networks, Inc. (NYSE American: FTNW) (“FTE” or the “Company”), a leading provider of innovative technology-oriented solutions for smart platforms, network infrastructure and intelligent buildings, announced today its financial results for the three-month period and year ended December 31, 2017.

FTE Networks, Inc. – Benchmark Builders, Inc. Financial Statements Years Ended December 31, 2016 and 2015 Benchmark Builders, Inc. Contents (July 6th, 2017)

We have audited the accompanying balance sheets of Benchmark Builders, Inc. (the “Company”) as of December 31, 2016 and 2015, and the related statements of income, stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

FTE Networks, Inc. – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unaudited Pro Forma Condensed Combined Financial Statements of FTE Networks, Inc. (July 6th, 2017)

The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effects of the acquisition of Benchmark Builders, Inc., a privately held New York corporation (“Benchmark”) from each of its stockholders (collectively, the “Sellers”), pursuant to the Stock Purchase Agreement (“Purchase Agreement”), dated as of March 9, 2017, as amended by Amendment No. 1 to the Stock Purchase Agreement, dated as of April 20, 2017 (and together with the Purchase Agreement, the “Amended Purchase Agreement”.) The historical combined financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are directly attributable to the acquisition, factually supportable and, with respect to the statement of operations, expected to have a continuing impact on the results of operations.

FTE Networks, Inc. – REGISTRATION RIGHTS AGREEMENT (April 25th, 2017)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 20, 2017 by and among FTE Networks, Inc., a Nevada corporation (the “Company”), and each of the several sellers signatory hereto (each such Seller, a “Seller” and, collectively, the “Sellers”).