0001493152-19-015414 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”).