Exhibit C: Form
of Registration Rights Agreement


 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of ______________, 2016 among FTE Networks, Inc.,
a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser,
a “Purchaser” and, collectively, the “Purchasers”).


 


WHEREAS, in connection
with that certain Subscription Agreement of even date herewith by and between the Company and the Purchasers (the “Subscription
Agreement”) and Unit Purchase Agreement of even date herewith by and between the Company and the Purchasers (the
“Purchase Agreement”), the Purchasers purchased from the Company, certain units (the “Units”),
each Unit consisting of (a) one (1) share of common stock, par value $0.001 per share, of the Company (“Common Stock”),
and (b) a warrant to purchase one (1) share of Common Stock at an initial exercise price of $0.80 per share, and exercisable for
a period of five years following the final closing under the Purchase Agreement (the “Warrant”); and


 


WHEREAS, to induce
the Purchasers to purchase the Units, the Company has agreed to grant the Purchasers certain rights with respect to registration
of Registrable Securities (as defined below) under the Securities Act pursuant to the terms of this Agreement.


 


NOW, THEREFORE,
the Company and each Purchaser hereby agree as follows:


 


1.        Definitions.


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase
Agreement. As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Cut-Off
Date” shall have the meaning set forth in Section 2(a).


 


“Effectiveness
Date” means, with respect to the Initial Registration Statement required to be filed hereunder, the 120th
calendar day following the Filing Date and with respect to any additional Registration Statements which may be required pursuant
to Section 2(c) or Section 3(c), the 90th calendar day following the date on which an additional Registration Statement
is required to be filed hereunder; provided, however, that in the event the Company is notified by the Commission
that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review and comments,
the Effectiveness Date as to such Registration Statement shall be the 10th calendar day following the date on which
the Company is so notified if such date precedes the dates otherwise required above (unless the Company is required to update
its financial statements prior to requesting acceleration of such Registration Statement, which will require the Company to file
an amendment to such Registration Statement, in which case the Company shall file any necessary amendment to such Registration
Statement and request effectiveness thereof as soon as reasonably practicable and in no event later than the 60th calendar
day following the Filing Date); provided, further, if such Effectiveness Date falls on a day that is not a Trading
Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 



    	 	 	 



     

     


“Effectiveness
Period” shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event
Date” shall have the meaning set forth in Section 2(d).


 


“Filing
Date” means, with respect to the Initial Registration Statement required hereunder, the 45th calendar day
following the final Closing Date and, with respect to any additional Registration Statements which may be required pursuant to
Section 2(c) or Section 3(c), the earliest practical date on which the Company is permitted by SEC Guidance to file such additional
Registration Statement related to the Registrable Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified
Party” shall have the meaning set forth in Section 5(c).


 


“Indemnifying
Party” shall have the meaning set forth in Section 5(c).


 


“Initial
Registration Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan
of Distribution” shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Purchase
Agreement Shares” means the shares of Common Stock issued to the Purchasers pursuant to the Purchase Agreement (and
shall not include the Investor Warrants or the Investor Warrant Shares).


 


“Registrable
Securities” means, as of any date of determination, (a) all of the Purchase Agreement Shares, (b) all Investor Warrant
Shares then issuable upon exercise of the Investor Warrants (assuming on such date the Investor Warrants are exercised in full
without regard to any exercise limitations therein), (c) (c) any additional shares of Common Stock issuable in connection with
any anti-dilution provisions in the Investor Warrants (without giving effect to any limitations on exercise set forth in the Investor
Warrants), and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing; provided, however, that any such Registrable Securities shall cease to
be Registrable Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration
Statement hereunder with respect thereto) for so long as (a) a Registration Statement with respect to the sale of such Registrable
Securities is declared effective by the Commission under the Securities Act and such Registrable Securities have been disposed
of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities have been previously
sold in accordance with Rule 144, or (c) such securities become eligible for resale without volume or manner-of-sale restrictions
and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144,
as determined by counsel to the Company pursuant to a written opinion letter to such effect, addressed, delivered and acceptable
to the Transfer Agent and the affected Holders (assuming that such securities, any securities upon the exercise, conversion or
exchange of or as a dividend upon which such securities were issued, or any securities issuable upon the exercise, conversion
or exchange of, or as a dividend upon such securities, were at no time held by any Affiliate of the Company), as reasonably determined
by the Company, upon the advice of counsel to the Company. For the avoidance of doubt, any such Registrable Securities shall cease
to be Registrable Securities after the Cut-Off Date.


 



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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional
registration statements contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and
supplements to any such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto,
and all material incorporated by reference or deemed to be incorporated by reference in any such registration statement.


 


“Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Rule
424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose
and effect as such Rule.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC
Guidance” means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements
or requests of the Commission staff and (ii) the Securities Act.


 


2.
       Shelf Registration.


 


(a)       On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale
of all of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be
made on a continuous basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-3 (except if the
Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall
be on another appropriate form in accordance herewith, subject to the provisions of Section 2(e)) and shall contain (unless otherwise
directed by at least 85% in interest of the Holders) substantially the “Plan of Distribution” attached hereto
as Annex A. Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause a Registration
Statement filed under this Agreement (including, without limitation, under Section 3(c)) to be declared effective under the Securities
Act as promptly as possible after the filing thereof, but in any event no later than the applicable Effectiveness Date, and shall
use its reasonable best efforts to keep such Registration Statement continuously effective under the Securities Act until the
first to occur of: (A) the date that is one (1) year from the date the Registration Statement is declared effective by the Commission
(the “Cut-Off Date”) and (B) the date that all Registrable Securities covered by such Registration Statement
(i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant
to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under
Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter which shall be obtained at the company’s
expense, to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such
securities, any securities upon the exercise, conversion or exchange of or as a dividend upon which such securities were issued,
or any securities issuable upon the exercise, conversion or exchange of, or as a dividend upon such securities, were at no time
held by any Affiliate of the Company) (the “Effectiveness Period”). The Company shall telephonically request
effectiveness of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify
the Holders via facsimile or by e-mail of the effectiveness of a Registration Statement on the same Trading Day that the Company
telephonically confirms effectiveness with the Commission, which shall be the date requested for effectiveness of such Registration
Statement. The Company shall, by 9:30 a.m. Eastern Time on the Trading Day after the effective date of such Registration Statement,
file a final Prospectus with the Commission as required by Rule 424. Failure to so notify the Holder within one (1) Trading Day
of such notification of effectiveness or failure to file a final Prospectus as foresaid shall be deemed an Event under Section
2(d).


 



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(b)       
Notwithstanding the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the
Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on
a single registration statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable
efforts to file amendments to the Initial Registration Statement as required by the Commission, covering the maximum number of
Registrable Securities permitted to be registered by the Commission, on Form S-3 or such other form available to register for
resale the Registrable Securities as a secondary offering, subject to the provisions of Section 2(e); provided, however,
that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for
the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance
and Disclosure Interpretation 612.09.


 


(c)       Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular
Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the
Commission for the registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by
a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement
will be reduced as follows:


 


	 	(i)	First, the Company
    shall reduce or eliminate any securities to be included by any Person other than a Holder;


 



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	 	(ii)	Second, the Company
    shall reduce Registrable Securities represented by Investor Warrant Shares (applied to the Holders on a pro rata basis based
    on the total number of unregistered Investor Warrant Shares held by such Holders, collectively); and 
	 	 	 
	 	(iii)	Third, the Company
    shall reduce Registrable Securities represented by the Purchase Agreement Shares (applied, in the case that some Purchase
    Agreement Shares may be registered, to the Holders on a pro rata basis based on the total number of unregistered Purchase
    Agreement Shares held by such Holders). 


 


In the event of
a cutback hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations
as to such Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the
foregoing, the Company will use its reasonable best efforts to file with the Commission, as promptly as allowed by the Commission
or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form
S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the
Initial Registration Statement, as amended.


 


(d)       If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein,
the Company shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request
for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities
Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission
that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to
the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing
to comments made by the Commission in respect of such Registration Statement within thirty (30) calendar days after the receipt
of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared
effective, or (iv) a Registration Statement registering for resale all of the Registrable Securities is not declared effective
by the Commission by the Effectiveness Date of the Initial Registration Statement, or (v) after the effective date of a Registration
Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities
included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell
such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar
days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as
an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose
of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which
such thirty (30) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15)
calendar day period, as applicable, is exceeded being referred to as an “Event Date”), then, in addition to
any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each thirty (30) calendar
day anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal
to 1.0% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement; provided, however,
that the Company shall not be required to make any payments pursuant to this Section 2(d) if an Event occurred at such time that
all Registrable Securities are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information
requirements) promulgated by the Commission pursuant to the Securities Act; provided, further, that the Company
shall not be required to make any payments pursuant to this Section 2(d) with respect to any Registrable Securities the Company
is unable to register due to limits imposed by the Commission’s interpretation of Rule 415 under the Securities Act. The
parties agree that the maximum aggregate liquidated damages payable to a Holder under this Agreement shall be 6.0% of the aggregate
Subscription Amount paid by such Holder pursuant to the Purchase Agreement. If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven (7) days after the date payable, the Company will pay interest thereon at
a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing
daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.
The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a thirty
(30) calendar day period prior to the cure of an Event.


 



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(e)       If
Form S-3 is not available for the registration of the resale of Registrable Securities hereunder, the Company shall (i) register
the resale of the Registrable Securities on another appropriate form and (ii) undertake to register the Registrable Securities
on Form S-3 as soon as such form is available, provided that the Company shall maintain the effectiveness of the Registration
Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been
declared effective by the Commission.


 


3.
       Registration Procedures.


 


In
connection with the Company’s registration obligations hereunder, the Company shall:


 


(a)       Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents
proposed to be filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject
to the review of such Holders, and (ii) cause its officers and directors, counsel and independent registered public accountants
to respond to such inquiries as shall be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct
a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated
to provide the Holders advance copies of any universal shelf registration statement registering securities in addition to those
required hereunder, or any Prospectus prepared thereto. The Company shall not file a Registration Statement or any such Prospectus
or any amendments or supplements thereto to which the Holders of 67% or more of the Registrable Securities shall reasonably object
in good faith, provided that, the Company is notified of such objection in writing no later than five (5) Trading Days after the
Holders have been so furnished copies of a Registration Statement or one (1) Trading Day after the Holders have been so furnished
copies of any related Prospectus or amendments or supplements thereto. Each Holder agrees to furnish to the Company a completed
questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading
Day following the date on which such Holder receives draft materials in accordance with this Section.


 



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(b)       (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the
applicable Registrable Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration
Statements in order to register for resale under the Securities Act all of the Registrable Securities, (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and,
as so supplemented or amended, to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably possible to any comments
received from the Commission with respect to a Registration Statement or any amendment thereto and provide as promptly as reasonably
possible to the Holders true and complete copies of all correspondence from and to the Commission relating to a Registration Statement
(provided that, the Company shall excise any information contained therein which would constitute material non-public information
regarding the Company or any of its Subsidiaries), and (iv) comply in all material respects with the applicable provisions of
the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by a Registration
Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition
by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)       If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case,
prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Holders of not less than
the number of such Registrable Securities.


 


(d)       Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied
by an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible
(and, in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person)
confirm such notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus
supplement or post-effective amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the
Company whether there will be a “review” of such Registration Statement and whenever the Commission comments in writing
on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective amendment, when the same
has become effective, (ii) of any request by the Commission or any other federal or state governmental authority for amendments
or supplements to a Registration Statement or Prospectus or for additional information, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose, (iv) of the receipt by
the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of
the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose,
(v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration Statement
ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration
Statement, Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be,
it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (vi) of
the occurrence or existence of any pending corporate development with respect to the Company that the Company believes may be
material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued availability
of a Registration Statement or Prospectus, provided, however, in no event shall any such notice contain any information
which would constitute material, non-public information regarding the Company or any of its Subsidiaries.


 



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(e)       Use
its reasonable best efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f)       Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent
requested by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated
by reference) promptly after the filing of such documents with the Commission; provided, that any such item which is available
on the EDGAR system (or successor thereto) need not be furnished in physical form.


 


(g)       Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus
and any amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 


(h)       
The Company shall cooperate with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting
a filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder, and the Company
shall pay the filing fee required by such filing within two (2) Business Days of request therefor.


 


(i)       Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that, the Company shall
not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company
to any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in
any such jurisdiction.


 


(j)       If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free,
to the extent permitted by the Purchase Agreement and applicable law, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such Holder may request.


 



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(k)       Upon
the occurrence of any event contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into
account the Company’s good faith assessment of any adverse consequences to the Company and its stockholders of the premature
disclosure of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement
or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and
file any other required document so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders
in accordance with clauses (iii) through (vi) of Section 3(d) above to suspend the use of any Prospectus until the requisite changes
to such Prospectus have been made, then the Holders shall suspend use of such Prospectus. The Company will use its reasonable
best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company shall be entitled
to exercise its right under this Section 3(k) to suspend the availability of a Registration Statement and Prospectus, subject
to the payment of partial liquidated damages otherwise required pursuant to Section 2(d), for a period not to exceed 60 calendar
days (which need not be consecutive days) in any 12-month period.


 


(l)       Comply
with all applicable rules and regulations of the Commission.


 


(m)       The
Company shall use its reasonable best efforts to maintain eligibility for use of Form S-3 (or any successor form thereto) for
the registration of the resale of Registrable Securities.


 


(n)       The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock
beneficially owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive
control over the shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration
of the Registrable Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


4.        Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be
borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses
referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without
limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to
filings made with the Commission, (B) with respect to filings required to be made with any Trading Market on which the Common
Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by
the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue
Sky qualifications or exemptions of the Registrable Securities) and (D) if not previously paid by the Company, with respect to
any filing that may be required to be made by any broker through which a Holder intends to make sales of Registrable Securities
with FINRA pursuant to FINRA Rule 5110, so long as the broker is receiving no more than a customary brokerage commission in connection
with such sale, (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability
insurance, if the Company so desires such insurance, and (vi) fees and expenses of all other Persons retained by the Company in
connection with the consummation of the transactions contemplated by this Agreement. In addition, the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement
(including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange as required hereunder. Notwithstanding the foregoing, the Company shall be responsible for the legal
fees or other costs of the Holders (including the reasonable counsel fees of Laidlaw, as representative of the Holders; provided,
however, that any such counsel fees of Laidlaw shall not exceed $10,000 in the aggregate and any related expenses shall not exceed
$10,000 in the aggregate) incurred in connection with the transactions contemplated hereby.


 



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5.        Indemnification.


 


(a)       Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees (and
any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or
any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and against any and
all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses
(collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement
of a material fact contained in a Registration Statement, any Prospectus or any form of prospectus or in any amendment or supplement
thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto,
in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company
of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with
the performance of its obligations under this Agreement, except to the extent, but only to the extent, that (i) such untrue statements
or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder expressly
for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly for use in a Registration
Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has approved Annex A
hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi), the
use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in
writing that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by
such Holder of the Advice contemplated in Section 6(d), but only if and to the extent that following the receipt of the Advice
the misstatement or omission giving rise to such Loss would have been corrected. The Company shall notify the Holders promptly
of the institution, threat or assertion of any Proceeding arising from or in connection with the transactions contemplated by
this Agreement of which the Company is aware. Such indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such indemnified person and shall survive the transfer of any Registrable Securities by any of the Holders
in accordance with Section 6(h).


 



    	 	10	 



    	 



     


(b)       Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act), and the directors, officers, agents or employees of such controlling Persons (and any other Persons with
a functionally equivalent role of a Person holding such titles, notwithstanding a lack of such title or any other title), to the
fullest extent permitted by applicable law, from and against all Losses, as incurred, to the extent arising out of or based solely
upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements of the Securities Act or
the plan of distribution in any Registration Statement through no fault of the Company or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated
therein or necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances
under which they were made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is
contained in any information so furnished in writing by such Holder to the Company expressly for inclusion in such Registration
Statement or such Prospectus or (ii) to the extent, but only to the extent, that such information relates to such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement (it being understood that the Holder has approved Annex A hereto for this purpose), such Prospectus
or in any amendment or supplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
to the extent, but only to the extent, related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified such Holder in writing that the Prospectus is outdated, defective or otherwise unavailable for
use by such Holder and prior to the receipt by such Holder of the Advice contemplated in Section 6(d), but only if and to the
extent that following the receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected.
In no event shall the liability of any selling Holder under this Section 5(b) be greater in amount than the dollar amount of the
net proceeds actually received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification
obligation.


 


(c)       Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom indemnity is sought
(the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the right to assume the defense
thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all fees and
expenses incurred in connection with defense thereof; provided, that, the failure of any Indemnified Party to give such notice
shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal
or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified
Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the
fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense
of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the
named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and counsel to the Indemnified Party shall reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party
notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party,
the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable fees and expenses of no more
than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably withheld or delayed.
No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending
Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 



    	 	11	 



    	 



     


Subject to the
terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to
the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying
Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 


(d)       Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified
Party, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection
with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of
a material fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party,
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement
or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations
set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with
any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided
for in this Section was available to such party in accordance with its terms.


 


The parties
hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the
immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute
pursuant to this Section 5(d), in the aggregate, any amount in excess of the amount by which the net proceeds actually received
by such Holder from the sale of the Registrable Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.


 


The indemnity
and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have
to the Indemnified Parties.


 



    	 	12	 



    	 



     


6.        Miscellaneous.


 


(a)       Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder
or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement,
including recovery of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company
and each Holder agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach
by it of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b)       No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security
holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements
other than the Registrable Securities. The Company shall not file any other registration statements until all Registrable Securities
are registered pursuant to a Registration Statement that is declared effective by the Commission, provided that this Section 6(b)
shall not prohibit the Company from filing amendments to registration statements filed prior to the date of this Agreement.


 


(c)       Compliance.
Each Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable
to it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration
Statement.


 


(d)       Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company
of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue
disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company
will use its reasonable best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The
Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable
Securities hereunder shall be subject to the provisions of Section 2(d).


 


(e)       Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering
all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written
notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall
so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered; provided, however, that the Company shall not be required to register any
Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions
or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject
of a then effective Registration Statement.


 



    	 	13	 



    	 



     


(f)       Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing
and signed by the Company and the Holders of 67% or more of the then outstanding Registrable Securities (for purposes of clarification,
this includes any Registrable Securities issuable upon exercise or conversion of any Security). If a Registration Statement does
not register all of the Registrable Securities pursuant to a waiver or amendment done in compliance with the previous sentence,
then the number of Registrable Securities to be registered for each Holder shall be reduced pro rata among all Holders and each
Holder shall have the right to designate which of its Registrable Securities shall be omitted from such Registration Statement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates
exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders
may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided,
however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the
provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend or consent
to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the parties
to this Agreement.


 


(g)       Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as
set forth in the Purchase Agreement.


 


(h)       Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each
of the parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations
hereunder without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder
may assign their respective rights hereunder in the manner and to the Persons as permitted under Section 5.7 of the Purchase Agreement.


 


(i)       No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the
Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of its Subsidiaries has previously entered into any agreement granting any registration rights
with respect to any of its securities to any Person that have not been satisfied in full.


 



    	 	14	 



    	 



     


(j)       Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered
by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or “.pdf” signature page were an original thereof.


 


(k)       Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Purchase Agreement.


 


(l)       Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m)       Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.


 


(n)       Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to
limit or affect any of the provisions hereof.


 


(o)       Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the
obligations of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations
of any other Holder hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association,
a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert
or as a group or entity with respect to such obligations or the transactions contemplated by this Agreement or any other matters,
and the Company acknowledges that the Holders are not acting in concert or as a group, and the Company shall not assert any such
claim, with respect to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including
without limitation the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any proceeding for such purpose. The use of a single agreement with respect to the obligations of the Company
contained was solely in the control of the Company, not the action or decision of any Holder, and was done solely for the convenience
of the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that
each provision contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders
collectively and not between and among Holders.


 


********************


(Signature Pages Follow)


 



    	 	15	 



    	 



     


IN WITNESS WHEREOF, the parties have executed
this Registration Rights Agreement as of the date first written above.


 


	 	FTE
    NETWORKS, INC., a Nevada corporation 
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[SIGNATURE PAGE OF PURCHASERS
FOLLOWS]


 



    	 	 	 



     

     


SIGNATURE
PAGE OF PURCHASERS TO FTE NETWORKS, INC. REGISTRATION RIGHTS AGREEMENT


 


Investors:


 


The Purchasers set forth on Appendix A
to the Purchase Agreement have executed a Subscription Agreement with the Company which provides, among other things, that
by executing the Subscription Agreement each Investor is deemed to have executed this REGISTRATION RIGHTS AGREEMENT in all respects
and is bound to purchase the Units set forth in such Subscription Agreement and Appendix A to the Purchase Agreement.


 



    	 	 	 



     

    


 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the OTCQX tier of the OTC Markets Group, Inc. or
any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:


 


	 	●	ordinary brokerage
    transactions and transactions in which the broker-dealer solicits purchasers;
	 	 	 
	 	●	block trades in
    which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as
    principal to facilitate the transaction;
	 	 	 
	 	●	purchases by a broker-dealer
    as principal and resale by the broker-dealer for its account;
	 	 	 
	 	●	an exchange distribution
    in accordance with the rules of the applicable exchange;
	 	 	 
	 	●	privately negotiated
    transactions;
	 	 	 
	 	●	settlement of short
    sales entered into after the effective date of the registration statement of which this prospectus is a part; 
	 	 	 
	 	●	in transactions
    through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated
    price per security;
	 	 	 
	 	●	through the writing
    or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
	 	 	 
	 	●	a combination of
    any such methods of sale; or
	 	 	 
	 	●	any other method
    permitted pursuant to applicable law.


 


The Selling Stockholders
may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.


 


In connection with the
sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions,
or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter
into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities
which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which
securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended
to reflect such transaction).


 



    	 	 	 



    	 



     


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer receive
fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed
to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the
Securities Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any securities covered by this prospectus
which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus.
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed
sale of the resale securities by the Selling Stockholders.


 


We agreed to keep this
prospectus effective until the earliest of (i) one (1) year from the date the Registration Statement is declared effective by
the Commission, (ii) the date on which the securities may be resold by the Selling Stockholders without registration and without
regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (iii) the date
on which all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless
they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.


 


Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions
of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases
and sales of securities of the common stock by the Selling Stockholders or any other person. We will make copies of this prospectus
available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 



    	 	2	 



    	 



     


Annex B


 


Selling Stockholder Notice and Questionnaire


 


FTE
Networks, Inc.


 


Selling
Stockholder Notice and Questionnaire


 


1.The undersigned beneficial owners of
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and warrants to
purchase shares of Common Stock (each, a “Warrant”) of FTE Networks, Inc. (the “Company”),
understand that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”)
a registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended
(the “Securities Act”) for the registration of the resale of the shares of Common Stock and the shares of Common
Stock issuable upon exercise of the Warrants (the “Warrant Shares”) held by the undersigned (the “Registrable
Securities”). This Questionnaire is being furnished to you and other stockholders whose Common Stock and Warrant Shares
will be included in the Registration Statement. This Questionnaire seeks information necessary to complete the registration of
these shares with the Commission.


 


To sell or otherwise dispose
of any Registrable Securities in the offering, a holder or beneficial owner of Registrable Securities will be required to agree
to be named as a selling stockholder in the related prospectus and execute and return this Selling Stockholder Questionnaire.


 


Please respond to every
question unless otherwise directed. If the answer is “none” or “not applicable,” please so state.
Please include all information sought by the related question. Unless stated otherwise, answers should be given as of the date
you complete this Questionnaire. If there is any response or underlying factual matter about which you are uncertain, please discuss
the matter fully and include any additional explanation or information which you believe is helpful.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences
of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


Please complete, sign, date, and email
or fax this Questionnaire as soon as possible to David Lethem, CFO at FTE Networks, Inc, fax: 1-877-781-2583, email: dlethem@ftenet.com.
Please call David Lethem at 239-561-9935 with any questions regarding this Questionnaire.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to register for resale the Registrable
Securities owned by it and listed below in Question 5 (unless otherwise specified under such Question 5) in the Registration Statement.


 



    	 	3	 



    	 



     


The undersigned hereby provides the following
information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


	1.	Name. Full Legal Name of Selling Stockholder:


 


 


	2.	Address for Notices
    to Selling Stockholder.


 


	 
	 
	 


 


	 

         

        Telephone:

	Fax:
	Email address:
	Contact Person:


 


	3.	Relationship
    with the Company.


 


Describe the nature
of any position, office or other material relationship the Selling Stockholder has had with the Company during the past three
years:


 


	 
	 


 


	4.	Organizational
    Structure. Please indicate or (if applicable) describe how the Selling Stockholder is organized.


 


	 	(a)	Is the Selling Stockholder
    a natural person? (If so, please mark the box and skip to Question 5.)


 


Yes [  ] No [  ]


 


	 	(b)	Is the Selling Stockholder
    a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)? (If
    so, please mark the box and skip to Question 5.)


 


Yes [  ] No [  ]


 



    	 	4	 



    	 



     


 


	 	(c)	Is the Selling Stockholder
    a majority-owned subsidiary of a reporting company under the Exchange Act? (If so, please mark the box and skip to Question
    5.)


 


Yes [  ] No [  ]


 


	 	(d)	Is the Selling Stockholder
    a registered investment company under the Investment Company Act of 1940? (If so, please mark the box and skip to Question
    5.)


 


Yes [  ] No [  ]


 


If the answer to all of
the foregoing questions is “no,” please complete the following:


 


	 	(e)	Legal Description
    of Selling Stockholder:


 


	 	 	Please describe
    the type of legal entity that the Selling Stockholder is (e.g., corporation, partnership, limited liability company, etc.);


 


	 
	 


 


	 	(f)	Please indicate
    whether the Selling Stockholder is controlled by another entity (such as a parent company, a corporate member, corporate
    shareholder, etc.) or is controlled by a natural person.


 


Controlled by: Natural Person(s)
[  ] Entity [  ] 


 


	 	 	If you checked “Natural
    Person(s)”:


 


Please indicate the name of the
natural person(s) who has voting or investment control over the shares held by the Selling Stockholder and the position of
control that person(s) holds in or over the Selling Stockholder, then move to Question 5.


 


Name of natural person(s):_____________________________________


 


	 	 	Controlling position
    in Selling Stockholder (e.g., sole member, controlling shareholder, sole stockholder, trustee, etc.): _____________ __________________________________________________________


 


	 	 	If you checked “Entity”:


 


	 	 	Please indicate
    the name and type of entity that controls the Selling Stockholder.


 


Name of controlling
entity: ____________________________________


 


	 	 	Type of legal entity
    (e.g., corporation, partnership, limited liability company, etc.): ______________________________________________


 



    	 	5	 



    	 



     


 


	 	 	Is this entity
    controlled by another entity (such as a parent company, a corporate member, corporate shareholder, etc.) or is it controlled
    by a natural person?


 


Controlled by: Natural
Person(s) [  ] Entity* [  ]


 


If you checked “Natural
Person(s)”:


 


	 	 	Name of natural
    person(s) who controls this entity and has voting or investment control over the shares held by the Selling Stockholder
    the Selling Stockholder: ____________________________________________________


 


	 	 	Natural person’s
    position in this entity (e.g., sole member, controlling shareholder, sole stockholder, trustee, etc.): ____________________________________________________


 


*If you answered “Entity”
here, please repeat step (f) for each controlling entity moving up the corporate chain of control until you reach the level at
which there is only a natural person or persons in control (e.g., Acme LLC is controlled by ABC Corp., its member, which is controlled
by X shareholder, its controlling shareholder). List the name of the entities along that chain of control, the types of entity
each is, the natural person(s) in control of the ultimately controlling entity, and his or her control position over that entity
in the lines below:


 


	 
	 
	 
	 
	 


 






(Continued on next page...)


 



    	 	6	 



    	 



     


	5.	Beneficial Ownership
    of Registrable Securities:


 


This question covers beneficial
ownership of the Company’s securities.


 


	 	(a)	Please state the
    number of shares of the Company’s Common Stock (including any shares issuable upon exercise of warrants or other convertible
    securities) that the Selling Stockholder beneficially owns as of the date of this Questionnaire:


 


	 
	 
	 


 


	 	(b)	Please state the
    number of shares of the Registrable Securities that the Selling Stockholder wishes to have registered for resale in the Registration
    Statement.


 


	 	 	Common Stock:
    ______________________


 


Warrants: _______________
(convertible into _____________ shares of Common Stock).


 


	6.	Broker-Dealer
    Status:


 


	 	(a)	Is the Selling Stockholder
    a broker-dealer?


 


Yes [  ] No [  ]


 


	 	(b)	If “yes”
    to Question 6(a), did the Selling Stockholder receive the Registrable Securities as compensation for investment banking services
    to the Company?


 


Yes [  ] No [  ]


 


	 	Note:	If the answer to
    Question 6(b) is no, Commission’s staff has indicated that you should be identified as an underwriter in the Registration
    Statement.


 


	 	(c)	Is the Selling Stockholder an affiliate of a broker-dealer?


 


 


 


Yes [  ] No [  ]


 


	 	(d)	If the Selling Stockholder
    is an affiliate of a broker-dealer, does the Selling Stockholder certify that it purchased the Registrable Securities in the
    ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, the Selling Stockholder
    had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?


 


Yes [  ] No [  ]


 


	 	Note:	If the answer to
    Question 6(d) no, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
    Statement.


 



    	 	7	 



    	 



     


	7.	Legal Proceedings
    with the Company. Is the Company a party to any pending legal proceeding in which the Selling Stockholder is named as
    an adverse party?


 


Yes [  ] No [  ]


 


State any exceptions
here:


 


	 


  


	8.	Reliance on Responses.
    The undersigned acknowledges and agrees that the Company and its legal counsel shall be entitled to rely on its responses
    in this Questionnaire in all matters pertaining to the Registration Statement and the sale of any Registrable Securities pursuant
    to the Registration Statement.


 


[SIGNATURE PAGE FOLLOWS]


 



    	 	8	 



    	 



     


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to
the date hereof at any time while the Registration Statement remains effective.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Questions 1 through 7 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto.


 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in
person or by its duly authorized agent.


 


	BENEFICIAL OWNER (individual)	 	BENEFICIAL
    OWNER (entity)
	 	 	 
	 	 	 
	Print Name	 	Name
    of Entity
	 	 	 
	 	 	 
	Signature	 	Signature
	 	 	 
	 	 	Print
    Name: 	 
	Signature (if
    Joint Tenants or Tenants in Common)	 	 
	 	 	Title:	 


 


PLEASE FAX OR PDF A COPY OF THE COMPLETED
AND EXECUTED NOTICE AND QUESTIONNAIRE, AND RETURN THE ORIGINAL TO:


 


FTE Networks, Inc.


 


999 Vanderbilt Beach Road, Suite
601


 


Naples, FL 34108


 


ATTN: David Lethem, CFO


 


FAX: 1-877-781-2583


 


Email: dlethem@ftenet.com


 



    	 	9	 



    	 



     


Exhibit D: Form of Legal Opinion


 


EXHIBIT D


 


LEGAL OPINION


 


We have acted as counsel
to FTE Networks, Inc., a Nevada corporation, (the “Company”), in connection with the Unit Purchase Agreement,
dated as of [August 18], 2016, by and among the Company (the “Purchase Agreement”) and each purchaser identified
therein, pursuant to which the Company is offering up to 5,000,000 units (the “Units”) at a price per Unit
of $0.40, with each Unit consisting of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the
“Common Stock”) and (ii) a warrant to purchase one (1) share of Common Stock (collectively, the “Warrants,”
and together with the Units, the Common Stock and the shares of Common Stock issuable upon exercise of the Warrants, the “Securities”).
We are delivering this opinion letter to you at the Company’s request pursuant to Section 2.2 of the Purchase Agreement.
The Purchase Agreement, the Memorandum, the Subscription Agreement, the Investor Warrants, the Registration Rights Agreement,
all exhibits and schedules thereto are referred to collectively in this opinion letter as the “Transaction Documents”.
Capitalized terms used but not defined in this opinion letter have the meanings given to them in the Purchase Agreement.


 


In connection with rendering
the opinions set forth below, we have examined (i) the Transaction Documents, (ii) the Company’s Articles of Incorporation,
as in effect on the date hereof (the “Articles of Incorporation”), and (iii) the Company’s Bylaws, as
in effect on the date hereof (the “Bylaws”), and we have examined and considered such corporate records, certificates
and matters of law as we have deemed appropriate as a basis for our opinions set forth below.


 


In rendering the opinions
set forth in this opinion letter, we assume the following:


 


a.the legal capacity of each natural person
and the legal existence of all parties other than the Company to the transactions referred to in the Transaction Documents;


 


b.the power and authority of each person
other than the Company or person(s) acting on behalf of the Company to execute, deliver and perform each document executed and
delivered and to do each other act done or to be done by such person;


 


c.the legality, validity, binding effect
and enforceability as to each person other than the Company or person(s) acting on behalf of the Company of each document executed
and delivered or to be executed or delivered and of each other act done or to be done by such person;


 


d.the transactions referred to in the
Transaction Documents have been consummated;


 


e.the genuineness of all signatures and
the completeness of each document submitted to us;


 


f.that the addressees have acted in good
faith, without notice of adverse claims, and have complied with all laws applicable to them that affect the transactions referred
to in the Transaction Documents;


 


g.that there have been no undisclosed
modifications of any provision of any document reviewed by us in connection with the rendering of the opinions set forth in this
opinion letter and no undisclosed prior waiver of any right or remedy contained in the Transaction Documents;


 



    	 	10	 



    	 



     


h.the truthfulness of each statement as
to all factual matters otherwise not known to us to be untruthful contained in any document encompassed within the due diligence
review undertaken by us;


 


i.the accuracy on the date of this letter
as well as on the date stated in all governmental certifications of each statement as to each factual matter contained in such
governmental certifications;


 


j.that the addressee has acted in good
faith, without notice of adverse claims, and has complied with all laws applicable to it that affect the transactions referred
to in the Transaction Documents;


 


k.that the transactions referred to in
the Transaction Documents comply with all tests of good faith, fairness and conscionability required by law;


 


l.that other agreements related to the
Transactions referred to in the Transaction Documents will be enforced as written;


 


m.that no action, discretionary or otherwise,
will be taken by or on behalf of the Company in the future that might result in a violation of law;


 


n.that there are no other agreements or
understandings among the parties that would modify the terms of the Transaction Documents or the respective rights or obligations
of the parties to the Transaction Documents;


 


o.that with respect to the Transaction
Documents and to the transactions referred to therein, there has been no mutual mistake of fact and there exists no fraud or duress;
and


 


p.the constitutionality and validity of
all relevant laws, regulations and agency actions unless a reported case has otherwise held or widespread concern has been expressed
by commentators as reflected in materials which lawyers routinely consult.


 


Based on the foregoing,
and subject to the assumptions and qualifications set forth herein, we are of the opinion that:


 


1.The Company is a
corporation existing and in good standing under the laws of the State of Nevada. The Company is duly qualified to transact business
and is in good standing in each jurisdiction in which the failure to qualify could have a Material Adverse Effect on the Company.


 


2.The Company has
the corporate power to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party
and to issue the Common Stock, the Warrants and the Warrant Shares. To our knowledge, the Company has the corporate power to conduct
its business as it is now conducted, and to own and use the properties owned and used by it.


 


3.The execution, delivery
and performance by the Company of the Transaction Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of the Company. The execution and delivery of the Transaction Documents by the Company, the performance
of the obligations of the Company thereunder and the consummation by it of the transactions contemplated therein have been duly
authorized and approved by the Company’s Board of Directors and no further consent, approval or authorization of the Company,
its Board of Directors or its stockholders is required. The Transaction Documents to which the Company is a party have been duly
executed and delivered by the Company and are the valid and binding obligations of the Company, enforceable against the Company
in accordance with their terms except as such enforceability may be limited by general principles of equity or applicable bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to, or affecting creditor’s rights and remedies.


 



    	 	11	 



    	 



     


4.The execution, delivery
and performance by the Company of the Transaction Documents, the consummation by the Company of the transactions contemplated
thereby including the offering, sale and issuance of the Securities in accordance with the terms and conditions of the Purchase
Agreement, and fulfillment and compliance with terms of the Transaction Documents, does not and shall not violate the Articles
of Incorporation or the Bylaws of the Company.


 


5.The execution and
delivery by the Company of the Transaction Documents, and the performance by the Company of its obligations under the Transaction
Documents, do not and shall not (i) conflict with, constitute a breach of or default (or an event which, with the giving of notice
or lapse of time or both, constitutes or could constitute a breach or a default), under, to our knowledge, any material agreement,
note, lease, mortgage, deed or other material instrument to which the Company is a party or by which the Company or any of its
assets are bound (“Material Agreements”), (ii) result in any violation of any statute, law, rule or regulation
applicable to the Company, or (iii) to our knowledge, violate any order, writ, injunction or decree applicable to the Company
or any of its subsidiaries.


 


6.The issuance of
the Securities and the conditions of the Transaction Documents has been duly authorized by all necessary corporate action on the
part of the Company. When issued and paid for in accordance with the Purchase Agreement, the Common Stock and the Warrant Shares
shall be validly issued, fully paid and non-assessable, and to our knowledge, free of all taxes, liens, charges, restrictions,
rights of first refusal and preemptive rights.


 


7.As of the date hereof,
the authorized capital stock of the Company immediately prior to the initial Closing consists of (i)200,000,000 shares of Common
Stock, of which [72,964,253] shares are issued and outstanding, and (ii) 25,000,000 shares of Preferred Stock, (a) [4,500] of
which have been designated Series A Preferred Stock, [500] of which are issued and outstanding, (b) [4,500] of which have been
designated Series A-1 Preferred Stock, [295] of which are issued and outstanding, (c) [4,000] of which have been designated Series
B Preferred Stock, [0] of which are issued and are outstanding, (e) [400] of which have been designated Series C-1 Preferred Stock,
[0] of which are issued and outstanding, (f) [2,000] of which have been designated Series C-2 Preferred Stock, [0] of which are
issued and outstanding, (g) [110] of which have been designated Series C-3 Preferred Stock, [0] of which are issued and outstanding,
(h) [2,000,000] of which have been designated Series D Preferred Stock, [0] of which are issued and outstanding, (i) [1,000,000]
of which have been designated Series E Preferred Stock, [0] of which are issued and outstanding, and (j) [1,980,000] of which
have been designated Series F Preferred Stock, [0] of which are issued and outstanding, prior to the Closing. To our knowledge,
except as set forth in the Disclosure Schedules, there are no other options, warrants, conversion privileges or other rights presently
outstanding to purchase or otherwise acquire from the Company any capital stock or other securities of the Company, or any other
agreements to issue any such securities or rights.


 


7.Assuming the accuracy
of the representations and your compliance with the covenants made by you in the Transaction Documents, the offering, sale and
issuance of the Securities to you pursuant to the Transaction Documents is exempt from registration under the Securities Act.


 



    	 	12	 



    	 



     


8.Other than that
which has been obtained and completed prior to the date hereof, no authorization, approval, consent, filing or other order of
any federal or state governmental body, regulatory agency, or stock exchange or market, or any court, or, to our knowledge any
third party is required to be obtained by the Company to enter into and perform its obligations under the Transaction Documents
or for the Company to issue and sell the Securities as contemplated by the Transaction Documents.


 


9.The Common Stock
is registered pursuant to Section 12(g) of the Exchange Act. To our knowledge, since one year preceding the date of the Purchase
Agreement, the Company has been in compliance with the reporting requirements of the Exchange Act applicable to it. To our knowledge,
since one year preceding the date of the Purchase Agreement, the Company has not received any written notice from any Person stating
that the Company has not been in compliance with any of the rules and regulations (including the requirements for continued listing)
of the Company’s principal Trading Market.


 


10.The Company is
not, and after giving effect to the issuance of the Securities will not be, an “investment company,” as that term
is defined in the Investment Company Act of 1940, as amended.


 


11.To our knowledge,
except as set forth in the Disclosure Schedule to the Agreement, there is no claim, action, suit, proceeding, arbitration, investigation
or inquiry, pending or threatened, before any court or governmental or administrative body or agency, or any private arbitration
tribunal, against the Company or its Subsidiaries, or any of the officers, directors or employees (in connection with the discharge
of their duties as officers, directors and employees) of the Company or its Subsidiaries, or affecting any of its properties or
assets


 


The opinions expressed
herein are subject to the following assumptions, limitations, qualifications and exceptions:


 


A.We have assumed
the authenticity of certificates of public officials and the due authorization, execution and delivery of all Transaction Documents
(except the due authorization, execution and delivery by the Company of the Transaction Documents).


 


B.The effect of bankruptcy,
insolvency, reorganization, moratorium and other similar laws relating to or affecting the relief of debtors or the rights and
remedies of creditors generally, including without limitation the effect of statutory or other law regarding fraudulent conveyances
and preferential transfers.


 


We are counsel admitted
to practice in the State of Nevada and we do not express any opinion with respect to the effect or applicability of the laws of
any jurisdiction, other than the laws of the State of Nevada and the federal laws of the United States of America. In furnishing
the opinion regarding the valid existence and good standing of the Company, we have relied solely upon a good standing certificate
issued by the Secretary of State of Nevada on October 5, 2015.


 


This opinion is rendered
as of the date first written above, is solely for your benefit in connection with the Agreement and may not be relied upon or
used by, circulated, quoted, or referred to nor may any copies hereof by delivered to any other person without our prior written
consent. We disclaim any obligation to update this opinion letter or to advise you of facts, circumstances, events or developments
which hereafter may be brought to our attention and which may alter, affect or modify the opinions expressed herein.


 


Sincerely,


 



    	 	13