UNIT
PURCHASE AGREEMENT


 


BY
AND AMONG


 


FTE
NETWORKS, INC. AND


 


EACH
PURCHASER IDENTIFIED ON APPENDIX A HERETO


 




    	 	 	 



    	 



    


 


DISCLOSURE
SCHEDULES AND EXHIBITS


TO


UNIT
PURCHASE AGREEMENT


 


	Schedule
    3.1(a)	Subsidiaries
	 	 
	Schedule
    3.1(d)	Conflicts
	 	 
	Schedule
    3.1(g)	Capitalization
	 	 
	Schedule
    3.1(j)	Litigation
	 	 
	Schedule
    3.1(k)	Compliance
	 	 
	Schedule
    3.1(r)	Certain
    Fees
	 	 
	Schedule
    3.1(y)	Indebtedness


 


 






	Exhibit
    A	Form
    of Warrant
	Exhibit
    B	Form
    of Subscription Agreement
	Exhibit
    C	Form
    of Registration Rights Agreement
	 Exhibit
    D	Form
    of Legal Opinion 


  




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UNIT
PURCHASE AGREEMENT


 


This
UNIT PURCHASE AGREEMENT (this “Agreement”) is dated as of ____________, 2016 (the “Execution Date”)
by and among FTE Networks, Inc., a Nevada corporation (the “Company”), and each purchaser identified on Appendix
A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).


 


WHEREAS,
the Company is offering (the “Offering”) up to 5,000,000 units (the “Units”),
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 “Warrant
Shares”), the “Securities”), at a price per Unit of $0.40 (the “Price Per
Unit”);


 


WHEREAS,
the Units are being offered on a “best efforts, all or none” basis with respect to the minimum of $500,000
(the “Minimum Offering Amount”) and thereafter on a “reasonable efforts” basis for
up to a maximum of $2,000,000 (the “Maximum Offering Amount”) to a limited number of “accredited
investors” (as that term is defined by Rule 501(a) of Regulation D (“Regulation D”) promulgated
by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”);


 


WHEREAS,
the Company and each Purchaser is executing and delivering this agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC under the Securities Act;


 


WHEREAS,
the Company has retained Laidlaw & Company (UK) Ltd. to act as its placement agent in connection with the sale of the Units
pursuant to this Agreement (the “Placement Agent”);


 


WHEREAS,
the minimum investment amount that may be purchased by a Purchaser is twenty-five thousand (25,000) Units for an aggregate minimum
purchase price of $10,000, unless the Company and the Placement Agent waive such requirement in their sole discretion;


 


WHEREAS,
the Company desires to issue and sell the Units to each Purchaser in one or more Closings (as defined below) as set forth herein;
and


 


WHEREAS
the subscription for the Securities will be made in accordance with and subject to the terms and conditions of the Subscription
Agreement and the Company’s Confidential Private Placement Memorandum dated August 18, 2016, together with all amendments
thereof and supplements and exhibits thereto and as such may be amended from time to time (the “Memorandum”).


 


NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:


 




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ARTICLE
I.


DEFINITIONS


 


1.1Definitions.
In addition to the terms defined elsewhere in this Agreement, the following terms have the meanings set forth in this Section
1.1:


 


“Action”
shall have the meaning ascribed to such term in Section 3.1(j).


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Board
of Directors” means the board of directors of the Company.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close.


 


“Cap”
shall have the meaning ascribed to such term in Section 5.2.


 


“Closing”
means a closing of the purchase and sale of the Units pursuant to Section 2.1.


 


“Closing
Date” means a Trading Day on which all of the Transaction Documents have been executed and delivered by the Company
and each of the Purchasers purchasing Units at the relevant Closing, and all conditions precedent to (i) the Purchasers’
obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Units, in each case, have been
satisfied or waived, but in no event later than the third Trading Day following the relevant Closing.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share, and any other class of securities into which
such securities may hereafter be reclassified or changed.


 


“Common
Stock Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to
acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument
that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
Common Stock.


 


“Disclosure
Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.


 


“Effective
Date” means the earliest of the date that (a) the initial Registration Statement has been declared effective by the
Commission, (b) all of the Offering Shares have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the
requirement for the Company to be in compliance with the current public information requirements under Rule 144 and without volume
or manner-of-sale restrictions or (c) following the one year anniversary of the final Closing Date hereunder, provided that a
holder of Offering Shares is not an Affiliate of the Company, all of the Offering Shares may be sold pursuant to an exemption
from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions or the need for the
Company to provide current public information and K&L has delivered to such holders a written opinion that resales may then
be made by such holders of the Offering Shares pursuant to such exemption which opinion shall be in form and substance reasonably
acceptable to such holders.


 




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“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended.


 


“GAAP”
shall have the meaning ascribed to such term in Section 3.1(h).


 


“Indebtedness”
shall have the meaning ascribed to such term in Section 3.1(y).


 


“Initial
Closing” shall have the meaning ascribed to such term in Section 2.1(b).


 


“Initial
Closing Date” shall have the meaning ascribed to such term in Section 2.1(b).


 


“Investor
Warrants” means the Warrants which are included in the Units delivered to the Purchasers at each Closing in accordance
with Section 2.2(a) hereof, which Warrants shall be substantially in the form of Exhibit A attached hereto.


 


“Investor
Warrant Shares” means the shares of Common Stock issuable upon exercise of the Investor Warrants.


 


“K&L”
means K&L Gates, LLP, with offices located at 200 South Biscayne Boulevard, Suite 3900, Miami, FL 33131, Fax: 305-358-7095


 


“Laidlaw”
means Laidlaw & Co (UK) Ltd.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” shall have the meaning assigned to such term in Section 3.1(b).


 


“Material
Permits” shall have the meaning ascribed to such term in Section 3.1(l).





“Memorandum”
means the Company’s Confidential Private Placement Memorandum, dated as of August __, 2016, with respect to the Offering.


 


“Offering
Shares” means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant
Shares.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Price
Per Unit” means $0.40.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial
proceeding, such as a deposition), whether commenced or threatened.


 




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“Purchaser
Party” shall have the meaning ascribed to such term in Section 4.9.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated the Execution Date, among the Company and the Purchasers,
in the form of Exhibit C attached hereto.


 


“Registration
Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and
covering the resale of the Offering Shares by each Purchaser as provided for in the Registration Rights Agreement.


 


“Required
Approvals” shall have the meaning ascribed to such term in Section 3.1(e).


 


“Required
Minimum” shall have the meaning ascribed to such term in Section 4.10.


 


“Rule
144” means Rule 144 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.


 


“SEC
Reports” shall have the meaning ascribed to such term in Section 3.1(h).


 


“Securities”
means the Units, the Offering Shares and the Investor Warrants.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall
not be deemed to include the location and/or reservation of borrowable shares of Common Stock).


 


“Subscription
Agreement” means the Subscription Agreement, dated the Execution Date, among the Company and the Purchasers, in the
form of Exhibit B attached hereto.


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for the Units purchased hereunder as specified
next to such Purchaser’s name on Appendix A of this Agreement under the heading “Subscription Amount”.


 


“Subsequent
Closing Date” shall have the meaning ascribed to such term in Section 2.1(b).


 


“Subsidiary”
means any direct or indirect subsidiary of the Company formed or acquired after the Execution Date.


 


“Termination
Date” shall have the meaning ascribed to such term in Section 2.1(a).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading; provided, that in the event that the Common
Stock is not listed or quoted for trading on a Trading Market on the date in question, then Trading Day shall mean a Business
Day.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on
the date in question: the NYSE MKT, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the
New York Stock Exchange, the OTC Bulletin Board, the OTC QB Marketplace or the OTC QX Marketplace (or any successors to any of
the foregoing).


 




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“Transaction
Documents” means this Agreement, the Memorandum, the Subscription Agreement, the Investor Warrants, the Registration
Rights Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with
the transactions contemplated hereunder.


 


“Transfer
Agent” means a transfer agent for the Company’s Common Stock and the Offering Shares, if any, and any successor
transfer agent of the Company.


 


“Units”
means the Units issued pursuant to this Agreement, which shall consist of (a) one (1) share of Common Stock and (b) an Investor
Warrant to purchase one (1) share of Common Stock, exercisable at a price of $0.80 per share of Common Stock for a period of five
(5) years from the date of the final Closing (the “Warrant”).


 


ARTICLE
II.


PURCHASE
AND SALE


 


2.1
Closing.




 


(a)The
Securities will be offered for sale until the earlier of (i) the date upon which subscriptions for the Maximum Offering offered
hereunder have been accepted, (ii) October 30, 2016 (subject to the right of the Company and the Placement Agent to extend the
offering until November 30, 2016 without further notice to investors), (iii) the date upon which the Company and the Placement
Agent elect to terminate the Offering or (iv) the date upon which the Company elects to terminate the Offering (the “Termination
Date”). The Offering is being conducted on a “reasonable efforts, all or none” basis with respect
to the Minimum Offering and thereafter on a “reasonable efforts” basis for up to the Maximum Offering.


 


(b)On
the initial Closing Date (the “Initial Closing Date”), upon the terms and subject to the conditions set forth
herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to
sell at the initial Closing (the “Initial Closing”), and the Purchasers, severally and not jointly, agree to
purchase at the Initial Closing, a minimum of $500,000 (the “Minimum Amount”), and up to an aggregate of $2,000,000
of Units, calculated based upon the Price Per Unit, for each Purchaser equal to such Purchaser’s Subscription Amount as
set forth on Appendix A hereto, and Investor Warrants as determined pursuant to Section 2.2(a). Thereafter, on any subsequent
Closing Date (each a “Subsequent Closing Date”), upon the terms and subject to the conditions set forth herein,
substantially concurrent with the execution and delivery of this Agreement by the Purchasers purchasing Units on such Subsequent
Closing Date, the Company agrees to sell, and each Purchaser purchasing Units at such subsequent Closing, severally and not jointly,
agrees to purchase an aggregate of up to $2,000,000 of Units, calculated as set forth above, less the amount of Units issued and
sold at all previous Closings. Each Purchaser purchasing Units on a Closing Date shall deliver to the Company such Purchaser’s
Subscription Amount by wire transfer of immediately available funds in accordance with the Company’s written wire instructions,
and the Company shall deliver to each Purchaser its respective Units, as determined pursuant to Section 2.2(a), and the Company
and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the
covenants and conditions set forth in Sections 2.2 and 2.3, a Closing shall occur at the offices of the Company or such other
location as the parties shall mutually agree.


 




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(c)The
last Closing of the Offering, occurring on or prior to the Termination Date, shall be referred to as the “Final Closing”.
Any subscription documents or funds received after the Final Closing will be returned, without interest or deduction. If a Closing
is not held on or before the Termination Date, the Company shall cause all subscription documents and funds to be returned, without
interest or deduction, to each prospective Purchaser. The Company shall also cause any subscription documents or funds received
following the final Closing to be returned, without interest or deduction, to each applicable prospective Purchaser. Notwithstanding
the foregoing, the Company in its sole discretion may elect not to sell to any Person any or all of the Units requested to be
purchased hereunder, provided that the Company causes all corresponding subscription documents and funds received from such Person
to be promptly returned.


 


(d)The
Subscriber may revoke its subscription and obtain a return of the subscription amount paid to the Escrow Account at any time before
the date of the Initial Closing by providing written notice to the Placement Agent, the Company and the Escrow Agent as provided
herein. Upon receipt of a revocation notice from the Subscriber prior to the date of the Initial Closing, all amounts paid by
the Subscriber shall be returned to the Subscriber, without interest or deduction. The Subscriber may not revoke this subscription
or obtain a return of the subscription amount paid to the Escrow Agent on or after the date of the Initial Closing. Any subscription
received after the Initial Closing but prior to the Termination Date shall be irrevocable.


 


2.2
Deliveries.




 


(a)On
or prior to each Closing Date, the Company shall deliver or cause to be delivered to each Purchaser purchasing Units on such Closing
Date each of the following:


 


(i)this
Agreement duly executed by the Company;


 


(ii)the
Subscription Agreement duly executed by the Company;


 


(iii)a
legal opinion substantially in the form of Exhibit D attached hereto;


 


(iv)
the Registration Rights Agreement duly executed by the Company;




 


(v)(1)
irrevocable instructions to the Transfer Agent authorizing the issuance of the shares of Common Stock included in the Units purchased
by such Purchaser at such Closing and (2) a Warrant registered in such Purchaser’s name to purchase such number of Investor
Warrant Shares included in the Units purchased by such Purchaser at such Closing (such Warrant certificate may be delivered within
three (3) Trading Days of such Closing Date). Within five (5) days following any Closing, the Company will deliver, unless otherwise
requested by any Purchaser, one (1) certificate registered in such Purchaser’s name representing the shares of Common Stock
included in the Units purchased by such Purchaser at such Closing; and


 


(vi)a
good standing certificate of the Company, dated within four Trading Days of the Closing Date, from the State of Nevada.


 


(b)On
or prior to each Closing Date, each Purchaser purchasing Units on such Closing Date shall deliver or cause to be delivered to
the Company the following:


 




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		(i)	the
                                         Subscription Agreement duly executed by such Purchaser; and
	 	 	 
		(ii)	such
                                         Purchaser’s Subscription Amount by wire transfer to the account specified in writing
                                         by the Company, which such Subscription Amount is a for a purchase of a minimum of twenty-five
                                         thousand (25,000) Units at an aggregate minimum purchase price of $10,000, unless the
                                         Company and the Placement Agent waive such requirement in their sole discretion.



 


2.3
Closing Conditions.




 


(a)The
obligations of the Company hereunder in connection with each Closing are subject to the following conditions being met:


 


(i)the
accuracy in all material respects on such Closing Date of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate in all material respects as of such date);


 


(ii)all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to such Closing Date shall have been
performed; and


 


(iii)the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b)The
respective obligations of the Purchasers hereunder in connection with each Closing are subject to the following conditions being
met:


 


(i)the
accuracy in all material respects when made and on such Closing Date of the representations and warranties of the Company contained
herein (unless as of a specific date therein in which case they shall be accurate in all material respects as of such date);


 


(ii)all
obligations, covenants and agreements of the Company required to be performed at or prior to such Closing Date shall have been
performed;


 


(iii)the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;


 


(iv)there
shall have been no Material Adverse Effect with respect to the Company since the Execution Date; and


 


(v)from
the Execution Date to such Closing Date, trading in the Common Stock shall not have been suspended by the Commission or the Company’s
principal Trading Market (except for any suspension of trading of limited duration agreed to by the Company, which suspension
shall be terminated prior to the Closing), and, at any time prior to the Closing Date, trading in securities generally as reported
by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose
trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the
United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or
other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial
market which, in each case, in the reasonable good faith judgment of such Purchaser, makes it impracticable or inadvisable to
purchase the Units at such Closing.


 




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ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES


 


3.1Representations
and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed
a part hereof and shall qualify any representation made herein only to the extent of the disclosure contained in the corresponding
section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:


 


(a)Subsidiaries.
The Company’s Subsidiaries are listed in Section 3.1(a) of the Disclosure Schedules.


 


(b)Organization
and Qualification. Each of the Company and its Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power
and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company
nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation,
bylaws or other organizational or charter documents. Each of the Company and its Subsidiaries is duly qualified to conduct business
and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted
or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as
the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity
or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business,
prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse
effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction
Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in
any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.


 


(c)Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions
contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder
and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the
consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the
part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders
in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction
Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in
accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii)
as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii)
insofar as indemnification and contribution provisions may be limited by applicable law.


 




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(d)No
Conflicts. Except as set forth on Section 3.1(d) of the Disclosure Schedules, The execution, delivery and performance by the
Company of this Agreement and the other Transaction Documents, the issuance and sale of the Securities and the consummation by
it of the transactions contemplated hereby and thereby to which it is a party do not and will not: (i) conflict with or violate
any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational
or charter documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would
become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or
both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other
understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary
is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation,
order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary
is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or
a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably
be expected to result in a Material Adverse Effect.


 


(e)Filings,
Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice
to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i)
the filing with the Commission pursuant to the Registration Rights Agreement and Section 4.6, (ii) the notice and/or application(s)
to each applicable Trading Market, if any, for the issuance and sale of the Offering Shares and the listing of the Offering Shares
for trading thereon in the time and manner required thereby, and (iii) the filing of a Form D with the Commission and such filings
as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).


 


(f)Issuance
of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and, if and as applicable, nonassessable, free and clear of all Liens imposed
by the Company. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance
of the Offering Shares at least equal to the Required Minimum on the Execution Date.


 


(g)Capitalization.
The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock and/or
Common Stock Equivalents not set forth in the SEC Reports. No Person has any right of first refusal, preemptive right, right of
participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a
result of the purchase and sale of the Securities or as described on Schedule 3.1(g), there are no outstanding options,
warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire any
shares of Common Stock, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or
may become bound to issue additional shares of Common Stock or Common Stock Equivalents. The issuance and sale of the Securities
will not obligate the Company to issue shares of Common Stock or other securities to any Person (other than the Purchasers) and
will not result in a right of any holder of securities of the Company to adjust the exercise, conversion, exchange or reset price
under any of such securities. All of the outstanding shares of capital stock and other securities of the Company are duly authorized,
validly issued, fully paid and nonassessable, have been issued in material compliance with all federal and state securities laws,
and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase
securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance
and sale of the Securities. Except for the Company’s certificate of incorporation, there are no stockholder’s agreements,
voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company’s stockholders.


 




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(h)Shell
Company Status; SEC Reports; Financial Statements. The Company has never been an issuer subject to Rule 144(i) under the Securities
Act. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under
the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the
Execution Date (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein
as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed
any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in
all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial
statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during
the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes
thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all
material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and
the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal,
immaterial, year-end audit adjustments.


 


(i)Material
Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included
within the SEC Reports, except as specifically disclosed in a subsequent SEC Report filed prior to the Execution Date: (i) there
has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse
Effect, (ii) the Company has not incurred any material liabilities (contingent or otherwise) other than (A) trade payables and
accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to
be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii)
the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of
cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its
capital stock, and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant
to existing Company stock option plans or employment agreements. Except for the issuance of the Securities contemplated by this
Agreement, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected
to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, properties, operations, assets
or financial condition, that would be required to be disclosed by the Company under applicable securities laws at the time this
representation is made or deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that
this representation is made.


 




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(j)Litigation.
Except as described in the Memorandum or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding
or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any
of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges
the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an
unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Except as described on Schedule
3.1(j), since December 31, 2014, neither the Company nor any Subsidiary, nor any director or officer thereof, is or has been
the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of
breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation
by the Commission or any state securities administrator involving the Company or any current or former director or officer of
the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement
filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.


 


(k)Compliance.
Except as disclosed on Section 3.1(x) of the Disclosure Schedules, neither the Company nor any Subsidiary: (i) is in default under
or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result
in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it
is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),
is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been
in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign,
federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and
safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


(l)Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,
state, local or foreign regulatory authorities necessary to conduct their respective businesses as presently conducted, except
where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material
Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


(m)Title
to Assets. Except as described in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee
simple to all real property owned by them and good and marketable title in all personal property owned by them that is material
to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not
materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such
property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate
reserves have been made in accordance with GAAP, and the payment of which is neither delinquent nor subject to penalties. Any
real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and
enforceable leases with which the Company and the Subsidiaries are in compliance.


 




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(n)
[Reserved]




 


(o)Insurance.The
Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and
in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including,
but not limited to, directors and officers insurance coverage at least equal to the aggregate Subscription Amount. Neither the
Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without
a significant increase in cost.


 


(p)Transactions
With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or
any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party
to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments
to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director,
or any such employee has a substantial interest or is an officer, director, trustee, stockholder, member or partner, in each case
in excess of $100,000 other than for: (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses
incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option
plan of the Company.


 


(q)No
General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities
by any form of general solicitation or general advertising. The Company has offered the Securities for sale only to the Purchasers
and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.


 


(r)Certain
Fees. No brokerage, finder’s fees, commissions or due diligence fees are or will be payable by the Company or any Subsidiary
to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect
to the transactions contemplated by the Transaction Documents except for the fees payable to Laidlaw as set forth in the Memorandum
and on Schedule 3.1(r). The Purchasers shall have no obligation with respect to any fees or with respect to any claims
made by or on behalf of other Persons for fees of a type contemplated in this Section 3.1(r) that may be due in connection with
the transactions contemplated by the Transaction Documents.


 


(s)Investment
Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will
not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as
amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject
to registration under the Investment Company Act of 1940, as amended.


 




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(t)Registration
Rights. Except as described in the Memorandum, no Person other than the Purchasers has any right to cause the Company or any
Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.


 


(u)Private
Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 and in the
Subscription Agreement entered into by each Purchaser in connection with this Agreement, no registration under the Securities
Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby.


 


(v)Application
of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement)
or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents)
or the laws of its state of incorporation that is or could become applicable to the Purchasers as a result of the Purchasers and
the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation
as a result of the Company’s issuance of the Securities and the Purchasers’ ownership of the Securities.


 


(w)Disclosure.Except
with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms
that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any
information that it believes constitutes or might constitute material, non-public information. The Company understands and confirms
that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company. All of the
disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective
businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, when taken together
as a whole, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.
The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the
transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.


 


(x)No
Integrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2,
neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering
of the Securities to be integrated with prior offerings by the Company for purposes of the Securities Act which would require
the registration of any such securities under the Securities Act.


 




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(y)Solvency.
Except as set forth on Section 3.1(y) of the Disclosure Schedules Based on the consolidated financial condition of the Company
as of the Closing Date, and the Company’s good faith estimate of the fair market value of its assets, after giving effect
to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s
assets exceeds the amount that will be required to be paid on or in respect of the Company’s existing debts and other liabilities
(including known contingent liabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small
capital to carry on its business as now conducted and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company, consolidated and projected capital requirements
and capital availability thereof, and (iii) the current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient
to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. The Company does not intend
to incur debts beyond its ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable
on or in respect of its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it will
file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the
Initial Closing Date. Schedule 3.1(y) sets forth as of the Execution Date all outstanding secured and unsecured Indebtedness
of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,
“Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $250,000 (other than
trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations
in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s consolidated balance
sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $250,000 due under
leases required to be capitalized in accordance with GAAP. Neither the Company nor any Subsidiary is in default with respect to
any Indebtedness.


 


(z)Tax
Status. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a
Material Adverse Effect, the Company and its Subsidiaries each (i) has made or filed all United States federal, state and local
income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is
subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined
to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the
payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of
the Company or of any Subsidiary know of no basis for any such claim.


 


(aa)Foreign
Corrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent
or other person acting on behalf of the Company or any Subsidiary, has: (i) directly or indirectly, used any funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any
unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns
from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person
acting on its behalf of which the Company is aware) which is in violation of law or (iv) violated in any material respect any
provision of FCPA.


 


(bb)Acknowledgment
Regarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting
solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in
any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given
by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions
contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents
to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been
based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.


 




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(cc)Money
Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with
applicable financial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970,
as amended, applicable money laundering statutes and applicable rules and regulations thereunder (collectively, the “Money
Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body
or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge
of the Company or any Subsidiary, threatened.


 


(dd)Stock
Option Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance
with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value
of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted
under the Company’s stock option plan has been backdated.


 


(ee)Sarbanes-Oxley;
Internal Accounting Controls. The Company is in material compliance with all provisions of the Sarbanes-Oxley Act of 2002
which are applicable to it as of the Closing Date. The Company and the Subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or
specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity
with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s
general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The Company has established disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and
procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange
Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.
The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by the Company’s most recently filed periodic report under the Exchange Act (such date,
the “Evaluation Date”). The Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their
evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the Company’s internal control
over financial reporting (as such term is defined in the Exchange Act) that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting.


 


(ff)Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the Commission is contemplating
terminating such registration. The Company has not, in the 12 months preceding the Execution Date, received notice from any Trading
Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the
listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such listing and maintenance requirements.


 


(gg)Regulation
M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,
any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting
purchases of, any of the securities of the Company, or (iii) paid or agreed to pay to any Person any compensation for soliciting
another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii), compensation paid
to the Company’s placement agent in connection with the placement of the Securities.


 




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(ii)DTC
Status. The Company’s transfer agent (the “Transfer Agent”) is a participant in and the Common Stock
is eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program.


 


(jj)OFAC.
Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee, affiliate or person acting
on its behalf, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units,
or lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, towards
any sales or operations in Cuba, Iran, Syria, Sudan, Myranmar or any other country sanctioned by OFAC or for the purpose of financing
the activities of any person currently subject to any U.S. sanctions.


 


(kk)Bad
Actor Disqualification.


 


(i)No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering, any beneficial owner of 20% or more of the Company’s
outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule
405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered
Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor”
disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”),
except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine
whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable,
with its disclosure obligations under Rule 506(e), and has furnished to Laidlaw and the Subscriber a copy of any disclosures provided
thereunder.


 


(ii)Other
Covered Persons. The Company is not aware of any person that (i) has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of the Securities and (ii) who is subject to a Disqualification Event.


 


(iii)Notice
of Disqualification Events. The Company will notify the Placement Agent in writing of (i) any Disqualification Event relating
to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to any Issuer Covered Person, prior to any Closing of this Offering.


 




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3.2Representations
and Warranties of the Purchasers. Each of the Purchasers hereby severally, and not jointly, represents and warrants to
the Company that each such Purchaser’s representations and warranties in such Purchaser’s Subscription Agreement entered
into in connection with this Agreement are true and correct as of the applicable Closing, and such representations and warranties
are deemed repeated as if contained herein.


 


The
Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s
right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties
contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this
Agreement or the consummation of the transaction contemplated hereby.


 


ARTICLE
IV.


OTHER
AGREEMENTS OF THE PARTIES


 


4.1Transfer
Restrictions.


 


(a)The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in
connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the
terms of this Agreement and the Registration Rights Agreement and shall have the rights and obligations of a Purchaser under this
Agreement and the Registration Rights Agreement.


 


(b)The
Purchasers agree to the imprinting, so long as is required by this Section 4.1, of a legend on any of the Securities in the following
form:


 


[NEITHER]
THIS SECURITY [NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE] [HAS NOT] [HAVE] BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
THIS SECURITY [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 




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The
Company acknowledges and agrees that a Purchaser may from time to time pledge pursuant to a bona fide margin agreement with a
registered broker-dealer or grant a security interest in some or all of the Securities to a financial institution that is an “accredited
investor” as defined in Rule 501(a) under the Securities Act and who agrees to be bound by the provisions of this Agreement
and the Registration Rights Agreement and, if required under the terms of such arrangement, such Purchaser may transfer, pledge
or secure Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company
and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith. Further,
no notice shall be required of such pledge. At the applicable Purchaser’s expense, the Company will execute and deliver
such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or
transfer of the Securities, including, if the Securities are subject to registration pursuant to the Registration Rights Agreement,
the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act or other applicable
provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.


 


(c)Certificates
evidencing the Offering Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while
a registration statement (including the Registration Statement) covering the resale of such security is effective under the Securities
Act, (ii) following any sale of such Offering Shares pursuant to Rule 144, (iii) if such Offering Shares are eligible for sale
under Rule 144, without the requirement for the Company to be in compliance with the current public information required under
Rule 144 as to such Offering Shares and without volume or manner-of-sale restrictions, (iv) if such legend is not required under
applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the
Commission) or (v) following the Effective Date. Upon the receipt by the Company of any reasonable certifications from the Purchasers
requested by the Company with respect to future sales of such Offering Shares, the Company shall cause its counsel to issue a
legal opinion to the Transfer Agent if required by the Transfer Agent to effect the removal of the legend hereunder. The Company
agrees that following such time as such legend is no longer required under this Section 4.1(c), it will, as soon as practicable
following the delivery by a Purchaser to the Company or the Transfer Agent of a certificate representing Offering Shares issued
with a restrictive legend and, in each case, any reasonable certifications from the Purchaser requested by the Company or the
Company’s counsel in order to effectuate a legend removal, deliver or cause to be delivered to such Purchaser a certificate
representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records
or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Section 4. Certificates
for Offering Shares subject to legend removal hereunder shall be transmitted by the Transfer Agent to the Purchaser by crediting
the account of the Purchaser’s prime broker with the Depository Trust Company System as directed by such Purchaser if the
Company is then a participant in such system.


 


(d)Each
Purchaser, severally and not jointly with the other Purchasers, agrees with the Company that such Purchaser will sell any Securities
pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements,
or an exemption therefrom, and that if Securities are sold pursuant to a Registration Statement, they will be sold in compliance
with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.1 is predicated upon the Company’s reliance upon this understanding.


 




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4.2Acknowledgment
of Dilution.The Company acknowledges that the issuance of the Securities may result in dilution of the outstanding shares
of Common Stock, which dilution may be substantial under certain market conditions. The Company further acknowledges that its
obligations under the Transaction Documents, including, without limitation, its obligation to issue the Investor Warrant Shares
pursuant to the Transaction Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay
or reduction, regardless of the effect of any such dilution or any claim the Company may have against any Purchaser and regardless
of the dilutive effect that such issuance may have on the ownership of the other stockholders of the Company.


 


4.3Furnishing
of Information; Public Information. Commencing on the Effective Date, and until the earliest of the time that (a) no Purchaser
owns Securities or (b) the Investor Warrants have expired, the Company covenants to have obtained and will thereafter maintain
the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions
in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the Execution
Date pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.


 


4.4Integration.
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined
in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require
the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of
the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval
prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.


 


4.5Exercise
Procedures. The form of Notice of Exercise included in the Investor Warrants sets forth the totality of the procedures required
of the Purchasers in order to exercise the Investor Warrants. No additional legal opinion, other information or instructions shall
be required of the Purchasers to exercise their Investor Warrants. The Company shall honor exercises of the Investor Warrants
and shall deliver Investor Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction
Documents.


 


4.6Securities
Laws Disclosure; Publicity.The Company shall, by 5:30 p.m. (New York City time) on the fourth Trading Day immediately
following the Execution Date, file a Current Report on Form 8-K and press release disclosing the material terms of the transactions
contemplated hereby, including the Transaction Documents as exhibits thereto. From and after the issuance of such press release,
the Company represents to the Purchasers that it shall have publicly disclosed all material, non-public information delivered
to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall
consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither
the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior
consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with
respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public
statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser,
or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the
prior written consent of such Purchaser, except: (a) as required by federal securities law in connection with (i) any registration
statement contemplated by the Registration Rights Agreement and (ii) the filing of final Transaction Documents (including conformed
signature pages thereto) with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations,
in which case the Company shall provide the Purchasers with prior notice of such disclosure permitted under this clause (b).


 




    	 	21	 



    	 



    


 


4.7Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction
Documents, the Company covenants and agrees that neither it, nor any other Person acting on its behalf, will provide any Purchaser
or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior
thereto such Purchaser shall have executed a written agreement with the Company regarding the confidentiality and use of such
information or is an Affiliate of the Company. The Company understands and confirms that each Purchaser shall be relying on the
foregoing covenant in effecting transactions in securities of the Company.


 


4.8Use
of Proceeds. The Company shall use the net proceeds from the sale of the Securities hereunder for general corporate purposes
including, but not limited to, growth initiatives and capital expenditures, and shall not use such proceeds: (a) for the satisfaction
of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s
business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of
any outstanding litigation.


 


4.9Indemnification
of Purchasers. Subject to the provisions of this Section 4.9, the Company will indemnify and hold each Purchaser and its directors,
officers, shareholders, members, partners, employees and agents (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), each Person who controls such Purchaser
(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders,
agents, members, partners or 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 such controlling persons (each, a “Purchaser Party”)
harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all
judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such
Purchaser Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants
or agreements made by the Company in this Agreement or in the other Transaction Documents or (b) any action instituted against
Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any stockholder of the Company who is not
an Affiliate of such Purchaser Party, with respect to any of the transactions contemplated by the Transaction Documents (unless
such action is based upon a breach of such Purchaser Party’s representations, warranties or covenants under the Transaction
Documents or any agreements or understandings such Purchaser Party may have with any such stockholder or any violations by such
Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes fraud, gross negligence,
willful misconduct or malfeasance). If any action shall be brought against any Purchaser Party in respect of which indemnity may
be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall
have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party. Any
Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the
Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will
not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s
prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that
a loss, claim, damage or liability is attributable to any Purchaser Party’s breach of its representations, warranties or
covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any such stockholder
or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party which constitutes
fraud, gross negligence, willful misconduct or malfeasance. The indemnification required by this Section 4.9 shall be made by
periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or are
incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser
Party against the Company or others and any liabilities the Company may be subject to pursuant to law.


 




    	 	22	 



    	 



    


 


4.10
Reservation and Listing of Securities.




 


(a)The
Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents
in such amount as may then be required to fulfill its obligations in full under the Transaction Documents (the “Required
Minimum”).


 


(b)If,
on any date, the number of authorized but unissued (and otherwise unreserved) shares of Common Stock is less than the Required
Minimum on such date, then the Board of Directors shall use commercially reasonable efforts to amend the Company’s certificate
of incorporation to increase the number of authorized but unissued shares of Common Stock to at least the Required Minimum at
such time, as soon as possible and in any event not later than the 60th day after such date.


 


(c)The
Company shall take all steps necessary to cause the Offering Shares to be approved for listing and actually listed on the Company’s
principal Trading Market, if any.


 


4.11Equal
Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any Person to amend or consent to a waiver or modification of any provision of any of this Agreement unless the same consideration
is also offered to all of the parties to this Agreement. For clarification purposes, this provision constitutes a separate right
granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat
the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect
to the purchase, disposition or voting of Securities or otherwise.


 


4.12Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither
it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including
Short Sales, of any of the Company’s securities during the period commencing with the execution of this Agreement and ending
at such time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release
as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time
as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the initial press release
as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and
the information included in the Transaction Documents and the Disclosure Schedules. Notwithstanding the foregoing, and notwithstanding
anything contained in this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes
any representation, warranty or covenant hereby that it will not engage in effecting transactions in any securities of the Company
after the time that the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press
release as described in Section 4.6, (ii) no Purchaser shall be restricted or prohibited from effecting any transactions in any
securities of the Company in accordance with applicable securities laws from and after the time that the transactions contemplated
by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.6 and (iii) no
Purchaser shall have any duty of confidentiality to the Company or its Subsidiaries after the issuance of the initial press release
as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle
whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have
no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s
assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that
made the investment decision to purchase the Securities covered by this Agreement.


 




    	 	23	 



    	 



    


 


4.13Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for,
or to qualify the Securities for, sale to the Purchasers at each Closing under applicable securities or “Blue Sky”
laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Purchaser.


 


ARTICLE
V.


MISCELLANEOUS


 


5.1Termination.
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect
whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Initial
Closing has not been consummated on or before October 31, 2016; provided, however, that such date may be extended,
without notice, to November 30, 2016 with the consent of the Company and Laidlaw; provided, further, however,
that such termination will not affect the right of any party to sue for any breach by any other party (or parties).


 


5.2Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and
expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident
to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent
fees, stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to the Purchasers.


 


Notwithstanding
the foregoing, the Company agrees to pay promptly all of Laidlaw’s legal fees reasonably incurred in connection with the
negotiation, preparation, execution, delivery and performance of this Agreement and the other Transaction Documents. Subject to
the following qualifications, such legal fees shall not exceed $25,000 in the aggregate, and are exclusive of disbursements and
any fees incurred in connection with the contemplated Registration Statement (the “Cap”). In the event that
there should be a material change in the transactions contemplated hereby, then Laidlaw and the Company agree to a good faith
upward adjustment in the Cap. Such legal fees will be due and payable as follows: fifty percent (50%) of such legal fees incurred
to date shall be paid at the Initial Closing and the remainder shall be paid at each subsequent Closing together with any additional
legal fees incurred from the date of the prior Closing until such subsequent Closing, subject always to the Cap. Notwithstanding
the foregoing, if there be no Closing hereunder, then such legal fees shall be due and payable on demand. Laidlaw shall deliver
an invoice from Laidlaw’s counsel detailing such legal fees at least one (1) Business Day prior to the Initial Closing and
each subsequent Closing.


 


5.3Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of
the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral
or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 




    	 	24	 



    	 



    


 


5.4Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and
shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City
time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Trading Day or later
than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing,
if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto.


 


5.5Amendments;
Waivers.No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchasers holding at least 67% in interest of the Securities then
outstanding, or in the case of a waiver, by the party against whom enforcement of any such waived provision is sought. No waiver
of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver
in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall
any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.


 


5.6Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.


 


5.7Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted
assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to
whom such Purchaser assigns or transfers any Securities, provided that such transferee agrees in writing to be bound, with respect
to the transferred Securities, by the provisions of the Transaction Documents that apply to the “Purchasers.”


 


5.8No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as
otherwise set forth in Section 4.9.


 


5.9Governing
Law. The Transaction Documents will be governed by and construed under the laws of the State of New York as applied to agreements
among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal
suit, action or proceeding arising out of or relating to this Agreement will be instituted exclusively in New York State Supreme
Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waive any objection
which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to
the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern
District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge
service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process
upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such
suit, action or proceeding. If either party shall commence an action or proceeding to enforce any provisions of the Transaction
Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action, suit or
proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred
with the investigation, preparation and prosecution of such action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY.


 




    	 	25	 



    	 



    


 


5.10Survival.
The representations and warranties contained herein shall survive the Closing and the delivery of the Securities.


 


5.11Execution.
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 each other party, it being
understood that the 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.


 


5.12Severability.
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.


 


5.13Rescission
and Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of)
any of the other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction
Document and the Company does not timely perform its related obligations within the periods therein provided, then such Purchaser
may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand
or election in whole or in part without prejudice to its future actions and rights; provided, however, that in the
case of a rescission of an exercise of an Investor Warrant, the applicable Purchaser shall be required to return any shares of
Common Stock subject to any such rescinded exercise notice concurrently with the return to such Purchaser of the aggregate exercise
price paid to the Company for such shares and the restoration of such Purchaser’s right to acquire such shares pursuant
to such Purchaser’s Investor Warrant (including, issuance of a replacement warrant certificate evidencing such restored
right).


 


5.14Replacement
of Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation),
or in lieu of and substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory
to the Company of such loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances
shall also pay any reasonable third-party costs (including customary indemnity) associated with the issuance of such replacement
Securities.


 




    	 	26	 



    	 



    


 


5.15Remedies.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of
the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the
Transaction Documents and hereby agree to waive and not to assert in any action for specific performance of any such obligation
the defense that a remedy at law would be adequate.


 


5.16Payment
Set Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document
or a Purchaser enforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or
exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from,
disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person
under any law (including, without limitation, any bankruptcy law, state or federal law, common law or equitable cause of action),
then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived
and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.


 


5.17Independent
Nature of Purchasers’ Obligations and Rights.The obligations of each Purchaser under any Transaction Document are
several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance
or non-performance of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any
other Transaction Document, and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the
Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by the Transaction
Documents. Each Purchaser shall be entitled to independently protect and enforce its rights, including, without limitation, the
rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other Purchaser
to be joined as an additional party in any proceeding for such purpose. Each Purchaser has been represented by its own separate
legal counsel in its review and negotiation of the Transaction Documents. The Company has elected to provide all Purchasers with
the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do
so by any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each
other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively
and not between and among the Purchasers.


 


5.18Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


5.19Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting
party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and
every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after
the Execution Date.


 




    	 	27	 



    	 



    


 


5.20WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.


 


5.21Liquidated
Damages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction
Documents is a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other
amounts have been paid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages
or other amounts are due and payable shall have been canceled.


 


(Signature
Pages Follow)


 




    	 	28	 



    	 



    


 


IN
WITNESS WHEREOF, the parties hereto have caused this UNIT PURCHASE AGREEMENT to be duly executed by their respective authorized
signatories as of the date first indicated above.


 


	FTE NETWORKS, INC.	Address
    for Notice:
	 	 	 
	 	 	999
    Vanderbilt Beach Road
	 	 	Suite
    601
	 	 	Naples,
    FL 34108
	 	 	 
	By:		 
	Name:		 
	Title:		 
	 	 	 
	With a copy to (which shall not
    constitute notice):	 
	Clayton Parker, Esq.	 
	K&L Gates, LLP	 
	200 South Biscayne Boulevard	 
	Miami, FL 33131	 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    	 	29	 



    	 



    


 


PURCHASER
SIGNATURE PAGES TO FTE NETWORKS, INC.


UNIT
PURCHASE AGREEMENT


 


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


 




    	 	30	 



    	 



    





 


APPENDIX A



SCHEDULE OF PURCHASERS


 


Initial Closing


 


	Name of Purchaser	 	Initial Units	 	Common

        Stock
	 	Warrant

    Shares	 	Subscription Amount	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TOTAL: $	 	 


 


Subsequent Closing


 


	Name
    of Subsequent Closing Purchaser	 	Subsequent
    Units	 	Common

        Stock
	 	Warrant
    Shares	 	Subscription
    Amount	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TOTAL:
    $	 	 


 



    	 	1	 



    	 



     


DISCLOSURE SCHEDULES


 


All capitalized terms
used herein shall have the same meaning ascribed to them in the Unit Purchase Agreement that accompanies these Disclosure Schedules.


 


Schedule 3.1(a) Subsidiaries


 


All of the Company’s Subsidiaries are listed below:


	Jus-Com Incorporated	Optos Capital Partners, LLC
	Focus Venture Partners Incorporated	Focus Fiber Solutions, LLC
	FTE Wireless, LLC	Focus Wireless, LLC
	Ubiq Communications, LLC	FTE Holdings, LLC


FTE Properties LLC


 


Schedule 3.1(d) Conflicts


 


There are no conflicts concerning the execution,
delivery, and performance by the Company in regards to this Agreement, and the issuance and sale of the Securities and the consummation
by the Company of the transactions contemplated by the Agreement and such transactions to which it is a party do not and will
not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation,
bylaws or other organizational or charter documents, (ii) conflict with, or constitute a default (or an event that with notice
or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets
of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset
of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in
a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental
authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by
which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.


 


Schedule 3.1(g) Capitalization


 


The capitalization of the Company is as set
forth below:


 


Equity


 


	Name:	 	Common Shares:	 	 	% of ownership	 
	5G Investments, LLC	 	 	24,245,400	 	 	 	33.4	%
	TLP Investments LLC	 	 	8,908,900	 	 	 	12.2	%
	TBK 327 Partners LLC	 	 	6,692,260	 	 	 	9.2	%
	Michael Palleschi	 	 	5,720,580	 	 	 	7.84	%
	Lateral FTE Feeder LLC	 	 	5,553,440	 	 	 	7.61	%
	721 Other Holders	 	 	21,843,673	 	 	 	29.9	%


 



    	 	2	 



    	 



     


There are no outstanding options, warrants,
scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities of the Company except
as set forth below:


 


Warrants:


 


1)Warrant to purchase 1,969,837 shares of
Common Stock at an exercise price of $0.20 per share until December 9, 2019, and


 


2)Warrants to purchase 2,434,539 shares of
Common Stock at an exercise price of $0.20 per share until October 31, 2021.


 


Schedule 3.1(j) Litigation


 


Except as set forth below, there is no action,
suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against
or affecting the Company, any Subsidiary or any of their respective properties that could be expected to result in a Material
Adverse Effect:


 


- Enterprise FM Trust v. Focus Venture Partners,
Inc., et al.


 


- EAN Services, LLC v. Focus Fiber Solutions,
LLC, et al


 


- Company has a pending lawsuit against a
third party in both of these cases for the same amount of damages for breach of contract.


 


Neither the Company nor any Subsidiary, nor
any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under
federal or state securities laws or a claim of breach of fiduciary duty.


 


Schedule 3.1(k) Compliance


 


The Company is not in default, nor has it
received any notification of default or non-compliance, from any entity which it has any agreement with.


 


Schedule 3.1(r) Certain Fees


 


Laidlaw & Company (UK) Ltd. (the “Placement
Agent”) has been paid an activation fee of $25,000. The Placement Agent also will receive a cash commission in the amount
of ten percent (10%) of the gross proceeds of the Offering received from investors. In addition, the Placement Agent will be entitled
to receive five (5) year warrants to purchase such number of shares of Common Stock of the Company equal to ten percent (10%)
of the aggregate number of securities (including shares of common stock or any shares of common stock issuable upon the exercise
of any convertible securities) sold in the Offering at an exercise price equal to the lowest price per share of the Warrants sold
in the Offering. In addition, the Placement Agent shall also be entitled to a non-allocable expense reimbursement in the amount
of two percent (2%) of the gross proceeds of the Offering. There are no other fees associated with this offering.


 



    	 	3	 



    	 



     


Schedule 3.1(y) Indebtedness


 


The below sets forth as of the Execution Date
all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary
has commitments:


 


	 	 	June 30, 2016	 
	Vendors Notes (Unsecured)	 	 	 	 
	Long term vendor Notes (“Vendor Notes”) issued to settle litigation bearing
    interest rates between 0% and 6% per annum. Terms range from 1 to 9 months.	 	$	668,552	 
	 	 	 	 	 
	Other Notes Payable	 	 	 	 
	 	 	 	 	 
	Short term Bridge notes bearing interest at a stated rate between 10% and 12% per annum. Terms
    range from 4 to 6 months.	 	 	884,000	 
	 	 	 	 	 
	Equipment Notes	 	 	 	 
	 	 	 	 	 
	Obligations under capital leases, bearing interest rates between 4.1% and 8.2% per annum, secured
    by equipment having a value that approximates the debt value. Terms range from 48 to 60 months.	 	 	1,139,862	 
	Various Equipment notes, bearing interest rates between 2% and 41% per
    annum, secured by equipment having a value that approximates the debt value. Terms range from 36 to 72 months.	 	 	1,474,717	 
	Total Notes payables	 	$	4,167,131	 
	Less: Current portion	 	$	(1,719,996	)
	Total Notes non-current portion	 	$	2,447,135	 
	 	 	 	 	 
	Senior Debt Disclosure	 	 	 	 
	 	 	 	 	 
	On October 29, 2015 the Company entered into a credit agreement, pursuant
    to which the Company received $8,000,000. The funds were disbursed as follow $6,000,000 and $2,000,000 on October 28, 2015
    and November 11, 2015 respectively. The interest rate used is 12% per annum, also required to make 4% PIK payments, which
    is booked monthly as an increase to the senior debt balance.	 	$	8,211,345	 
	Less: Original issue discount	 	 	(291,587	)
	Less: Deferred financing cost	 	 	(603,609	)
	Total Senior Debt, non-current portion	 	$	7,316,149	 


 



    	 	4	 



    	 



     


Exhibit A: Form of Warrant


 


NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH
A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK PURCHASE WARRANT


 


FTE
NETWORKS, INC.


 


Warrant Shares: _______ Initial Exercise Date:
____________, 2016


 


THIS COMMON STOCK PURCHASE
WARRANT (the “Warrant”) certifies that, for value received, ____________________________ or its assigns (the
“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close
of business on __________, 2021 (the “Termination Date”) but not thereafter, to subscribe for and purchase
from FTE Networks, Inc., a Nevada corporation (the “Company”), up to _______ shares (as subject to adjustment
hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this
Warrant shall be equal to the Exercise Price, as defined in Section 2(b).


 


Section 1. Definitions.
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Unit Purchase Agreement
(the “Purchase Agreement”), dated _____________, 2016, among the Company and the purchasers signatory thereto.


 



    	 	5	 



    	 



     


Section 2. Exercise.


 


a) Exercise
of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial
Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company
as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company)
of a duly executed facsimile copy of the Notice of Exercise Form annexed hereto. Within five (5) Trading Days following the date
of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice
of Exercise by wire transfer or cashier’s check drawn on a United States bank. Notwithstanding anything herein to the contrary,
the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the
Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this
Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to
the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available
hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal
to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of
Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise Form
within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge
and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder,
the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face
hereof.


 


b) Exercise
Price. The exercise price per share of the Common Stock under this Warrant shall be $0.80, subject to adjustment hereunder
(the “Exercise Price”).


 


c) Mechanics
of Exercise.


 


i. Delivery
of Certificates Upon Exercise. Certificates for shares purchased hereunder shall be transmitted by the Transfer Agent to the
Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal
at Custodian system (“DWAC”) if the Company is then a participant in such system and there is an effective
registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or otherwise
by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is five (5) Trading Days
after the latest of (A) the delivery to the Company of the Notice of Exercise, (B) surrender of this Warrant (if required) and
(C) payment of the aggregate Exercise Price as set forth above (such date, the “Warrant Share Delivery Date”).
The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall
be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with
payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi)
prior to the issuance of such shares, having been paid. If the Company fails for any reason to deliver to the Holder certificates
evidencing the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the
Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based
on the VWAP (as defined below) of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing
to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such
Warrant Share Delivery Date until such certificates are delivered. “VWAP” means, as of any particular date:
(a) the volume weighted average of the closing sales prices of the Common Stock for such day on all domestic securities exchanges
on which the Common Stock may at the time be listed; (b) if there have been no sales of the Common Stock on any such exchange
on any such day, the average of the highest bid and lowest asked prices for the Common Stock on all such exchanges at the end
of such day; (c) if on any such day the Common Stock is not listed on a domestic securities exchange, the closing sales price
of the Common Stock as quoted on the OTCQB tier of the OTC Markets Group, Inc. or similar quotation system or association for
such day; or (d) if there have been no sales of the Common Stock on the OTCQB tier of the OTC Markets Group, Inc. or similar quotation
system or association on such day, the average of the highest bid and lowest asked prices for the Common Stock quoted on the OTCQB
tier of the OTC Markets Group, Inc. or similar quotation system or association at the end of such day; in each case, averaged
over twenty (20) consecutive Trading Days ending on the Trading Day immediately prior to the day as of which “VWAP”
is being determined. If at any time the Common Stock is not listed on any domestic securities exchange or quoted on the the OTCQB
tier of the OTC Markets Group, Inc. or similar quotation system or association, the “VWAP” of the Common Stock shall
be the fair market value per share as determined jointly by the Board of Directors acting in good faith.


 



    	 	6	 



    	 



     


ii. Delivery
of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder
and upon surrender of this Warrant certificate, at the time of delivery of the certificate or certificates representing Warrant
Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called
for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.


 


iii. Rescission
Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing
the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind
such exercise.


 


iv. Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon Exercise. In addition to any other rights available to the Holder,
if the Company fails to cause the Transfer Agent to transmit to the Holder a certificate or the certificates representing the
Warrant Shares pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required
by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases,
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver
to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase
obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to
the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise
and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay
the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect
of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s
right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific
performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 



    	 	7	 



    	 



     


v. No Fractional
Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,
at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied
by the Exercise Price or round up to the next whole share.


 


vi. Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall
be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed
by the Holder; provided, however, that in the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto
duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of
any Notice of Exercise.


 


vii. Closing
of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of
this Warrant, pursuant to the terms hereof.


 



    	 	8	 



    	 



     


d) Holder’s
Exercise Limitations. The Company shall not affect any exercise of this Warrant, and a Holder shall not have the right to
exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance
after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and
any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own
in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of
Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned
by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other
securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion
or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as
set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance
with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder
that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act
and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation
contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion
of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this
Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion
of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above
shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number
of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with
the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by
the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request
of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect
to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the
date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d), provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to
the issuance of shares of Common Stock upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d)
shall continue to apply. Any such increase or decrease will not be effective until the 61st day after such notice is
delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict
conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent
with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to
properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this
Warrant.


 



    	 	9	 



    	 



     


Section 3. Certain
Adjustments.


 


a) Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable
in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon
exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including
by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification
of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately
after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that
the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become
effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.


 


b) Fundamental
Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related
transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets
in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange
their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common
Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization
or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted
into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions
consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group
acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person
or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share
purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent
exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon
such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard
to any limitation in Section 2(d) on the exercise of this Warrant), the number of shares of capital stock of the successor or
acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate
Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation
in Section 2(d) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in
respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate
Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of
this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction
in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(b) pursuant
to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable
delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this
Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this
Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity)
equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations
on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise
price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant
to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such
exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of
such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of
any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date
of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company”
shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the
obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity
had been named as the Company herein.


 



    	 	10	 



    	 



     


c) Calculations.
All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be.
For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall
be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.


 


d) Notice
to Holder.


 


i. Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall
promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the
number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii. Notice
to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the
Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the
Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares
of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection
with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer
of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation
or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last
address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record
or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of
the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation,
merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing
thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any
notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries,
the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K if the Company
is then subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Holder shall remain entitled to
exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such
notice except as may otherwise be expressly set forth herein.


 



    	 	11	 



    	 



     


Section 4. Transfer
of Warrant.


 


a) Transferability.
This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in
part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment
of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company
shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination
or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion
of this Warrant not so assigned, and this Warrant shall promptly be cancelled. The Warrant, if properly assigned in accordance
herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.


 


b) New Warrants.
This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its
agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined
in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this
Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.


 



    	 	12	 



    	 



     


c) Warrant
Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder,
and for all other purposes, absent actual notice to the contrary.


 


Section 5. Miscellaneous.


 


a) No Rights
as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as
a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c)(i).


 


b) Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case
of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate,
if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation,
in lieu of such Warrant or stock certificate.


 


c) Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding
Business Day.


 


d) Authorized
Shares.


 


The Company covenants
that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.
The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged
with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure
that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements
of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by
this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect
of any transfer occurring contemporaneously with such issue).


 



    	 	13	 



    	 



     


Except and to
the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending
its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Holder as set forth in this Warrant against impairment.
Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above
the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may
be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares
upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform
its obligations under this Warrant.


 


Before taking
any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary
from any public regulatory body or bodies having jurisdiction thereof.


 


e) Jurisdiction.
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance
with the provisions of the Purchase Agreement.


 


f) Restrictions.
The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions
upon resale imposed by state and federal securities laws.


 


g) Nonwaiver
and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate
as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision
of this Warrant or the Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,
which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to
cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies
hereunder.


 


h) Notices.
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered
in accordance with the notice provisions of the Purchase Agreement.


 


i) Limitation
of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase
Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder
for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company
or by creditors of the Company.


 


j) Remedies.
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled
to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert
the defense in any action for specific performance that a remedy at law would be adequate.


 



    	 	14	 



    	 



     


k) Successors
and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure
to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns
of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and
shall be enforceable by the Holder or holder of Warrant Shares.


 


l) Amendment.
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and holders holding
Warrants to acquire 67% of the Warrant Shares issuable pursuant to the Warrants that were issued under the Purchase Agreement.


 


m) Severability.
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective
to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions
of this Warrant.


 


n) Headings.
The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of
this Warrant.


 


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


 


(Signature Page Follows)


 



    	 	15	 



    	 



     


IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


 


	 	FTE
    NETWORKS, INC.
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 



    	 	16	 



    	 



     


NOTICE OF EXERCISE


 


To:
FTE NETWORKS, INC.


 


(1) The undersigned hereby
elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in
full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.


 


(2) Payment shall take the
form of lawful money of the United States.


 


(3) Please issue a certificate
or certificates representing said Warrant Shares in the name of the undersigned or in such other name as is specified below:


 


_______________________________


 


The Warrant Shares shall be delivered to the
following DWAC Account Number or by physical delivery of a certificate to:


 


_______________________________


 


_______________________________


 


_______________________________


 


[SIGNATURE
OF HOLDER]


 


Name of Investing Entity: ________________________________________________________________________


Signature of Authorized Signatory of Investing
Entity: __________________________________________________


Name of Authorized Signatory: ____________________________________________________________________


Title
of Authorized Signatory: _____________________________________________________________________


Date: ________________________________________________________________________________________


 



    	 	17	 



    	 



     


ASSIGNMENT FORM


 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [____]
all of or [_______] shares of the foregoing Warrant and all rights evidenced thereby are hereby assigned to


 


_______________________________________________
whose address is


 


_______________________________________________________________.


 


_______________________________________________________________


 


Dated: ______________, _______


 


	 	Holder’s
    Signature:	 	 
	 	 	 	 
	 	Holder’s
    Address: 	 	 
	 	 	 	 
	 	 	 	 


 


Signature Guaranteed: ___________________________________________


 


NOTE: The signature to this Assignment Form
must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatsoever,
and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing Warrant.


 



    	 	18	 



    	 



     


Exhibit B: Form of Subscription Agreement


 


SUBSCRIPTION AGREEMENT


 


To subscribe for Units
in


the private offering
of


FTE NETWORKS, INC.


 


	3	On
    the Signature Page for the Subscription Agreement, Date and Fill in the number of units (the “Units”)
    that you wish to purchase at a price of $0.40 per unit. Each Unit consisting of one (1) share of the Company’s common
    stock, par value $0.001 per share (the “Common Stock”) and (ii) a Warrant (collectively, the “Warrants”)
    to purchase one (1) share of Common Stock (the Common Stock and Warrants in a Unit, and any Common Stock acquired pursuant
    to the exercise of a Warrant are collectively referred to below as the “Securities”), Then, Complete
    and Sign the Signature Page included in this Subscription Agreement.
	 	 
	4	Initial
    the Accredited Investor Certification attached to this Subscription Agreement.
	 	 
	5	Complete
    and Sign the Signature Page attached to this Subscription Agreement. 
	 	 
	 	NOTICE:
    Please note that by executing the attached Subscription Agreement, you will be deemed to have executed the Unit Purchase Agreement
    (attached as Exhibit A to the Confidential Private Placement Memorandum (the “Memorandum”), the Registration Rights
    Agreement (attached as Exhibit C to the Memorandum and have agreed to the terms of the Warrant (attached as Exhibit D to the
    Memorandum and to all exhibits, supplements and schedules to all of the foregoing, all as the same may be amended from time
    to time (collectively the “Transaction Documents”), and will be treated for all purposes as if you did
    review, approve and execute, if required, each such Transaction Document, even though you may not have physically signed the
    signature pages to such documents.
	 	 
	6	Complete
    and Sign the Purchaser Questionnaire, and, if applicable, the Wire Transfer Authorization attached to this Subscription
    Agreement.
	 	 
	7	Return
    all forms to your account executive and then send all signed original documents with a check (if applicable) to:


 


Laidlaw &
Co. (UK) Ltd.


546 Fifth Avenue,
5th Floor


New York, NY
10036


 


	8	Please
    make your subscription payment payable to the order of “Signature Bank, as Escrow Agent for FTE Networks, Inc.”
    Account No. 1502935018.


 


For wiring funds directly to the escrow
account, use the following instructions:


 


	 	Bank
    Name:	Signature
    Bank
	 	 	261
    Madison Avenue 
	 	 	New
    York, NY 10016
	 	Acct.
    Name:	Signature
    Bank as Escrow Agent for FTE Networks, Inc.
	 	ABA
    Number:	026013576
    
	 	SWIFT
    Code:	SIGNUS33
    
	 	A/C
    Number:	1502935018
    
	 	FBO:	Investor
    Name
	 	 	Social
    Security Number 
	 	 	Address


 



    	 	19	 



    	 



     


Investors will purchase
the number of Units of FTE Networks, Inc., a Nevada corporation (the “Company”), set forth on the signature
page to the Subscription Agreement. The Securities are being offered (the “Offering”) by the Company
pursuant to the offering terms set forth in the Company’s Confidential Private Placement Memorandum, dated August 18, 2016,
as may be amended and/or supplemented from time to time (the “Memorandum”).


 


The Securities are being
offered on a “best efforts, all or none” basis with respect to the Minimum Offering of $500,000 of Units (the
“Minimum Offering”) and thereafter on a “reasonable efforts” basis up to the Maximum
Offering of $2,000,000.00 of Units (the “Maximum Offering”) at a purchase price per Unit of $0.40. The
Securities may be sold at one or more closings of the Offering (each a “Closing”, and, collectively,
the “Closings”), at any time during the Offering Period (defined hereafter), provided, however, that
no Closing may take place unless and until irremovable subscriptions for at least the Minimum Offering has been deposited in the
Escrow Account (as defined below). The minimum investment amount that may be purchased by an Investor is twenty-five thousand
(25,000) Units for an aggregate minimum purchase price of $10,000 (the “Investor Minimum Investment”),
unless the Company and the Placement Agent waive such requirement in their sole discretion. The subscription for the Securities
will be made in accordance with and subject to the terms and conditions of the Subscription Agreement, the Memorandum and the
Transaction Documents.


 


Certain of the subscription
funds will be held in a non-interest bearing escrow account (the “Escrow Account”) in the Company’s
name at Signature Bank, 261 Madison Avenue, New York, New York 10016 (the “Escrow Agent”), or with such
other escrow agent as may be appointed by Laidlaw & Company (UK) Ltd. (“Laidlaw” or the “Placement
Agent”) and the Company.


 


The Securities will
be offered through October 31, 2016 commencing on the date of the Memorandum (the “Initial Offering Period”),
which period may be extended by the Company and Laidlaw in their sole discretion, without further notice to prospective investors
to a date not later than November 30, 2016 (the “Final Termination Date”, with this additional period,
together with the Initial Offering Period, being referred to herein as the “Offering Period”). In the
event that (i) subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or the Placement Agent),
(ii) a Closing does not occur prior to the Final Termination Date or (iii) the Offering is otherwise terminated by the Company,
then the Escrow Agent will refund all subscription funds held in the Escrow Account to the persons who submitted such funds, without
interest, penalty or deduction. If a subscription is rejected in part (at the sole discretion of the Company or the Placement
Agent) and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned
without interest, penalty, expense or deduction.


 


The Company reserves
the right (but is not obligated) to have its employees, agents, officers, directors and affiliates purchase Securities in the
Offering and all such purchases will be counted towards the Maximum Offering Amount.


 


The terms of the Offering
are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized
terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum.


 


Questions regarding
completion of the subscription documents should be directed to your account executive at (212) 953-4900.


 


ALL SUBSCRIPTION DOCUMENTS
MUST BE FILLED IN AND SIGNED EXACTLY AS SET FORTH WITHIN.


 


 


 



    	 	2



    	 



     


SUBSCRIPTION AGREEMENT
FOR


FTE NETWORKS, INC.


 


________________, 2016


 


FTE Networks, Inc.


c/o Laidlaw & Company (UK), Ltd.


546 Fifth Avenue, 5th Floor


New York, NY 10036 Ladies and Gentlemen:


 


8.1 Subscription. The
undersigned (the “Purchaser”) will purchase the number of units, each unit consisting of (a) one (1)
share of Common Stock and (b) a Warrant to purchase one (1) share of Common Stock (“Warrant”) (collectively,
the “Units” or “Securities”), of FTE Networks, Inc., a Nevada corporation
(the “Company”), set forth on the signature page to the Subscription Agreement. The Securities are being
offered (the “Offering”) by the Company pursuant to the offering terms set forth in the Company’s
Confidential Private Placement Memorandum, dated August 18, 2016, as may be amended and/or supplemented from time to time (the
“Memorandum”).


 


The Securities are being
offered on a “best efforts, all or none” basis with respect to the Minimum Offering of $500,000 of Units (the
“Minimum Offering”) and thereafter on a “reasonable efforts” basis up to the maximum
of $2,000,000 of Units (the “Maximum Offering”) at a purchase price per Unit of $0.40. The Securities
may be sold at one or more closings of the Offering (each a “Closing”, and, collectively, the “Closings”),
at any time during the Offering Period (defined hereafter) provided, however, that no Closing may be take place unless and until
irremovable subscriptions for at least the Minimum Offering has been deposited in the Escrow Account (as defined below). The minimum
investment amount that may be purchased by an Investor is twenty-five thousand (25,000) Units at a purchase price of $10,000 (the
“Investor Minimum Investment”). The subscription for the Securities will be made in accordance with
and subject to the terms and conditions of this Subscription Agreement, the Memorandum and the Transaction Documents (as defined
below).


 


The Securities will
be offered through October 31, 2016 commencing on the date of the Memorandum (the “Initial Offering Period”),
which period may be extended by the Company and Laidlaw & Company (UK) Ltd. (“Laidlaw” or the “Placement
Agent”)) in their sole discretion, without further notice to prospective investors by the Company to a date not
later than November 30, 2016 (the “Final Termination Date”), with this additional period, together with
the Initial Offering Period, being referred to herein as the “Offering Period”. In the event that (i)
subscriptions for the Offering are rejected in whole (at the sole discretion of the Company or Placement Agent), (ii) a Closing
does not occur prior to the expiration of the Initial Offering Period or, if extended, prior to the Final Termination Date or
(iii) the Offering is otherwise terminated by the Company, then the Escrow Agent (as defined below) will refund all subscription
funds held in the Escrow Account (as defined below) to the persons who submitted such funds, without interest, penalty or deduction.
If a subscription is rejected in part (at the sole discretion of the Company or the Placement Agent) and the Company accepts the
portion not so rejected, the funds for the rejected portion of such subscription will be returned without interest, penalty, expense
or deduction.


 


 


 



    	 	3



    	 



     


 


The terms of the Offering
are more completely described in the Memorandum and such terms are incorporated herein in their entirety. Certain capitalized
terms used, but not otherwise defined herein, will have the respective meanings provided in the Memorandum.


 


8.2 Payment. The
Purchaser encloses herewith either a check payable to, or will immediately make a wire transfer payment to, “Signature
Bank, as Escrow Agent for FTE Networks, Inc.,” in the full amount of the purchase price of the Securities being subscribed
for. Together with the check for or wire transfer of the full purchase price, the Purchaser is delivering a completed and executed
Signature Page to this Subscription Agreement along with a completed and executed Accredited Investor Certification, which are
annexed hereto. Please note that by executing the attached Subscription Agreement, you will be deemed to have executed the
Unit Purchase Agreement (attached as Exhibit A to the Confidential Private Placement Memorandum (the “Memorandum”),
the Registration Rights Agreement (attached as Exhibit C to the Memorandum and have agreed to the terms of the Warrant (attached
as Exhibit D to the Memorandum and to all exhibits, supplements and schedules to all of the foregoing, all as the same may be
amended from time to time (collectively the “Transaction Documents”), and will be treated for all purposes
as if you did review, approve and execute, if required, each such Transaction Document, even though you may not have physically
signed the signature pages to such documents.


 


8.3 Deposit of Funds.
All payments made as provided in Section 2 hereof by Purchasers subscribing pursuant to the Memorandum will be deposited
by the Purchaser as soon as practicable with Signature Bank, as escrow agent (the “Escrow Agent”), or
such other escrow agent appointed by Laidlaw and the Company, in a non-interest bearing escrow account (the “Escrow
Account”). In the event that the Company does not effect a Closing during the Offering Period, the Escrow Agent
will refund all subscription funds, without deduction and/or interest accrued thereon, and the Company will return the subscription
documents to each Purchaser. If the Company rejects a subscription, either in whole or in part (at the sole discretion of the
Company or Placement Agent), the rejected subscription funds or the rejected portion thereof will be returned promptly to such
Purchaser without interest, penalty, expense or deduction.


 


8.4 Acceptance of Subscription.
The Purchaser understands and agrees that the Company, in its sole discretion, reserves the right to accept this or any other
subscription for the Securities, in whole or in part, notwithstanding prior receipt by the Purchaser of notice of acceptance of
this or any other subscription. The Company will have no obligation hereunder until the Company executes and delivers to the Purchaser
an executed copy of the Transaction Documents. If Purchaser’s subscription is rejected in whole (at the sole discretion
of the Company), the Offering is terminated or the Minimum Offering is not subscribed for and accepted, all funds received from
the Purchaser will be returned without interest, penalty, expense or deduction, and this Subscription Agreement will thereafter
be of no further force or effect. If Purchaser’s subscription is rejected in part (at the sole discretion of the Company)
and the Company accepts the portion not so rejected, the funds for the rejected portion of such subscription will be returned
without interest, penalty, expense or deduction, and this Subscription Agreement will continue in full force and effect to the
extent such subscription was accepted. The Purchaser may revoke its subscription and obtain a return of the subscription amount
paid to the Escrow Account at any time before the date of the Initial Closing. The Purchaser may not revoke this subscription
or obtain a return of the subscription amount paid to the Escrow Agent on or after the date of the Initial Closing. Any subscription
received after the Initial Closing but prior to the Termination Date shall be irrevocable.


 


 


 



    	 	4



    	 



     


8.5 Representations
and Warranties of the Purchaser. The Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


 


(a) None of the Securities
are registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities
laws. The Purchaser understands that the offering and sale of the Securities is intended to be exempt from registration under
the Securities Act, by virtue of Section 4(a)(2) thereof and the provisions of Regulation D promulgated thereunder, based, in
part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement and the Unit
Purchase Agreement;


 


(b) The Purchaser and the
Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”),
have received and have carefully reviewed the Memorandum, this Subscription Agreement, the Transaction Documents and all other
documents requested by the Purchaser or its Advisors, if any, and understand the information contained therein, prior to the execution
of this Subscription Agreement;


 


(c) Neither the Securities
and Exchange Commission (the “Commission”) nor any state securities commission has approved or disapproved
of the Securities or passed upon or endorsed the merits of the Offering or confirmed the accuracy or determined the adequacy of
the Memorandum. The Memorandum has not been reviewed by any federal, state or other regulatory authority. Any representation to
the contrary may be a criminal offense;


 


(d) All documents, records,
and books pertaining to the investment in the Securities including, but not limited to, all information regarding the Company
and the Securities, have been made available for inspection and reviewed by the Purchaser and its Advisors, if any;


 


(e) The Purchaser and its
Advisors, if any, have reviewed the Company’s filings with the SEC, including but not limited to, the Company’s Quarterly
Report on Form 10-Q’s for the periods ended December 31, 2015 and March 31, 2016 and the Company’s Annual Report on
Form 10-K for the period ended September 30, 2015.


 


(f) The Purchaser and its
Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from the Company’s officers
and any other persons authorized by the Company to answer such questions, concerning, among other related matters, the Offering,
the Securities, the Transaction Documents and the business, financial condition, results of operations and prospects of the Company
and all such questions have been answered by the Company to the full satisfaction of the Purchaser and its Advisors, if any;


 


(g) In evaluating the suitability
of an investment in the Company, the Purchaser has not relied upon any representation or other information (oral or written) other
than as stated in the Memorandum, the Transaction Documents or as contained in documents so furnished to the Purchaser or its
Advisors, if any, by the Company in writing;


 


(h) The Purchaser is unaware
of, is in no way relying on, and did not become aware of the offering of the Securities through or as a result of, any form of
general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication
published in any newspaper, magazine or similar media or broadcast over television, radio or over the Internet, in connection
with the offering and sale of the Securities and is not subscribing for the Securities and did not become aware of the Offering
through or as a result of any seminar or meeting to which the Purchaser was invited by, or any solicitation of a subscription
by, a person not previously known to the Purchaser in connection with investments in securities generally;


 


 


 



    	 	5



    	 



     


(i) The Purchaser has taken
no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating
to this Subscription Agreement or the transactions contemplated hereby (other than fees to be paid by the Company to Laidlaw,
as described in the Memorandum);


 


(j) The Purchaser, either
alone or together with its Advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in
particular, investments in securities, so as to enable it to utilize the information made available to it in connection with the
Offering to evaluate the merits and risks of an investment in the Securities and the Company and to make an informed investment
decision with respect thereto;


 


(k) The Purchaser is not
relying on the Company, Laidlaw or any of their respective employees or agents with respect to the legal, tax, economic and related
considerations of an investment in any of the Securities and the Purchaser has relied on the advice of, or has consulted with,
only its own Advisors;


 


(l) The Purchaser is acquiring
the Securities solely for such Purchaser’s own account for investment and not with a view to resale or distribution thereof,
in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any person to sell or transfer all
or any part of any of the Securities and the Purchaser has no plans to enter into any such agreement or arrangement;


 


(m) The Purchaser understands
and agrees that purchase of the Securities is a high risk investment and the Purchaser is able to afford an investment in a speculative
venture having the risks and objectives of the Company, including a risk of total loss of such investment. The Purchaser must
bear the substantial economic risks of the investment in the Securities indefinitely because none of the Securities may be sold,
hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities
laws or an exemption from such registration is available. Legends will be placed on the certificates representing the Securities
to the effect that such securities have not been registered under the Securities Act or applicable state securities laws and appropriate
notations thereof will be made in the Company’s books. The Purchaser understands that there is no public market for the
Warrants to be issued in the Offering and the Company has no intention of seeking an active trading market for these Securities;


 


(n) The Purchaser has adequate
means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity
from its investment in the Securities for an indefinite period of time;


 


(o) The Purchaser is aware
that an investment in the Securities involves a number of very significant risks and has carefully read and considered the matters
set forth in the Memorandum and, in particular, the matters under the caption “Risk Factors” therein and understands
any of such risk may materially adversely affect the Company’s operations and future prospects;


 


(p) At the time such Purchaser
was offered the Securities, it was, and as of the date hereof it is, and on each date on which it exercises any Warrants, it will
be an an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Commission under
the Securities Act and has truthfully and accurately completed the Purchaser Questionnaire attached to this Subscription Agreement
and will submit to the Company such further assurances of such status as may be reasonably requested by the Company;


 


 


 



    	 	6



    	 



     


(q) The Purchaser: (i) if
a natural person, represents that the Purchaser has reached the age of 21 and has full power and authority to execute and deliver
this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof;
(ii) if a corporation, partnership, or limited liability company, or association, joint stock company, trust, unincorporated organization
or other entity, represents that such entity was not formed for the specific purpose of acquiring the Securities, such entity
is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of
the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other
organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all
other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Securities,
the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription
Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity;
or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power
and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual,
ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser
is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability
company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an
investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of
such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment,
injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound;


 


(r) The Purchaser and its
Advisors, if any, have had the opportunity to obtain any additional information, to the extent the Company had such information
in its possession or could acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information
contained in the Memorandum, including, but not limited to, the terms and conditions of the Securities as set forth therein, and
the Transaction Documents and all other related documents received or reviewed in connection with the purchase of the Securities
and have had the opportunity to have representatives of the Company provide them with such additional information regarding the
terms and conditions of this particular investment and the financial condition, results of operations, business and prospects
of the Company deemed relevant by the Purchaser or its Advisors, if any, and all such requested information, to the extent the
Company had such information in its possession or could acquire it without unreasonable effort or expense, has been provided by
the Company in writing to the full satisfaction of the Purchaser and its Advisors, if any;


 


(s) The Purchaser represents
to the Company that any information which the undersigned has heretofore furnished or is furnishing herewith to the Company is
complete and accurate and may be relied upon by the Company in determining the availability of an exemption from registration
under federal and state securities laws in connection with the offering of securities as described in the Memorandum;


 


(t) The Purchaser has significant
prior investment experience, including investment in non-listed and non-registered securities. The Purchaser has a sufficient
net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The Purchaser’s
overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s net worth
and financial circumstances and the purchase of the Securities will not cause such commitment to become excessive. This investment
is a suitable one for the Purchaser;


 


(u) The Purchaser is satisfied
that it has received adequate information with respect to all matters which it or its Advisors, if any, consider material to its
decision to make this investment;


 


(v) The Purchaser acknowledges
that any and all estimates or forward-looking statements or projections provided to the Purchaser by the Company and included
in the Transaction Documents were prepared in good faith, but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed, will not be updated by the Company and should not be relied upon;


 


(w) No oral or written representations
have been made, or oral or written information furnished, to the Purchaser or its Advisors, if any, in connection with the offering
of the Securities which are in any way inconsistent with the information contained in the Memorandum;


 


 


 



    	 	7



    	 



     


(x) Within five (5) days
after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably
be necessary to comply with any and all laws and ordinances to which the Company is subject;


 


(y) THE PURCHASER ACKNOWLEGES
THAT SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES
ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL;


 


(z) The Purchaser acknowledges
that the Securities have not been recommended by any federal or state securities commission or regulatory authority. In making
an investment decision, investors must rely on their own examination of the Company and the terms of the Offering, including the
merits and risks involved. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of
this Subscription Agreement or the other Transaction Documents. Any representation to the contrary is a criminal offense. The
Securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act and the applicable state securities laws or pursuant to registration or exemption therefrom. Investors
should be aware that they will be required to bear the financial risks of this investment for an indefinite period of time;


 


(aa) (For ERISA plans
only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed
of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan
assets” (as such term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification
of plan assets and impose other fiduciary responsibilities. The Purchaser or Plan fiduciary (a) is responsible for the decision
to invest in the Company; (b) is independent of the Company and any of its affiliates; (c) is qualified to make such investment
decision; and (d) in making such decision, the Purchaser or Plan fiduciary has not relied on any advice or recommendation of the
Company or any of its affiliates; and


 


(bb) The Purchaser has read
in its entirety the Memorandum and the Transaction Documents and all exhibits, annexes and schedules thereto, including, but not
limited to, all information relating to the Company and the Securities, and understands to its full satisfaction all information
included in the Transaction Documents and the Memorandum, including, but not limited to, the section entitled “Risk Factors”
in the Memorandum.


 


 


 



    	 	8



    	 



     


(cc) The Purchaser represents
that (i) the Purchaser was contacted regarding the sale of ” in the Securities by the Company or the Placement Agent (or
another person whom the Purchaser believed to be an authorized agent or representative thereof) with whom the Purchaser had a
prior substantial pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of
general solicitation or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement,
article, notice or other communication published in a newspaper or magazine or similar media or broadcast over television or radio,
whether closed circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees
were invited by any general solicitation or general advertising;.


 


(dd) The Purchaser consents
to the placement of a legend on any certificate or other document evidencing the Securities and, when issued, the Warrant Shares,
that such securities have not been registered under the Securities Act or any state securities or “blue sky” laws
and setting forth or referring to the restrictions on transferability and sale thereof contained in this Agreement. The Purchaser
is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the transferability
of such Securities. The legend to be placed on each certificate shall be in form substantially similar to the following:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”)
OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED
ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED


 


(ee) The Purchaser acknowledges
that if he or she is a Registered Representative of a Financial Industry Regulatory Authority (“FINRA”) member
firm, he or she must give such firm the notice required by the FINRA’s Rules of Fair Practice, receipt of which must be
acknowledged by such firm prior to an investment in the Securities.


 


(ff) To effectuate the terms
and provisions hereof, the Purchaser hereby appoints the Placement Agent as its attorney-in-fact (and the Placement Agent hereby
accepts such appointment) for the purpose of carrying out the provisions of the Escrow Agreement by and between the Company, the
Placement Agent and Signature Bank (the “Escrow Agreement”) including, without limitation, taking any action on behalf
of, or at the instruction of, the Purchaser and executing any release notices required under the Escrow Agreement and taking any
action and executing any instrument that the Placement Agent may deem necessary or advisable (and lawful) to accomplish the purposes
hereof. All acts done under the foregoing authorization are hereby ratified and approved and neither the Placement Agent nor any
designee nor agent thereof shall be liable for any acts of commission or omission, for any error of judgment, for any mistake
of fact or law except for acts of gross negligence or willful misconduct. This power of attorney, being coupled with an interest,
is irrevocable while the Escrow Agreement remains in effect.


 


(gg) The Purchaser represents
that (i) the Purchaser was contacted regarding the sale of the Securities by the Company or the Placement Agent (or another person
whom the Purchaser believed to be an authorized agent or representative thereof) with whom the Purchaser had a prior substantial
pre-existing relationship and (ii) it did not learn of the offering of the Securities by means of any form of general solicitation
or general advertising, and in connection therewith, the Purchaser did not (A) receive or review any advertisement, article, notice
or other communication published in a newspaper or magazine or similar media or broadcast over television or radio, whether closed
circuit, or generally available; or (B) attend any seminar meeting or industry investor conference whose attendees were invited
by any general solicitation or general advertising.


 


 


 



    	 	9



    	 



     


(hh) The Purchaser understands,
acknowledges and agrees with the Company that this subscription may be rejected, in whole or in part, by the Company or the Placement
Agent, in their sole and absolute discretion, at any time before any Closing notwithstanding prior receipt by the Purchaser of
notice of acceptance of the Purchaser’s subscription.


 


(ii) The Purchaser agrees
not to issue any public statement with respect to the Offering, Purchaser’s investment or proposed investment in the Company
or the terms of any agreement or covenant between them and the Company without the Company’s prior written consent, except
such disclosures as may be required under applicable law.


 


(jj) The Purchaser acknowledges
that the information contained in the Transaction Documents or otherwise made available to the Purchaser is confidential and non-public
and agrees that all such information shall be kept in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s
personal benefit (other than in connection with this subscription) nor disclosed to any third party for any reason, notwithstanding
that a Purchaser’s subscription may not be accepted by the Company; provided, however, that (a) the Purchaser may disclose
such information to its affiliates and advisors who may have a need for such information in connection with providing advice to
the Purchaser with respect to its investment in the Company so long as such affiliates and advisors have an obligation of confidentiality,
and (b) this obligation shall not apply to any such information that (i) is part of the public knowledge or literature and readily
accessible at the date hereof, (ii) becomes part of the public knowledge or literature and readily accessible by publication (except
as a result of a breach of this provision) or (iii) is received from third parties without an obligation of confidentiality (except
third parties who disclose such information in violation of any confidentiality agreements or obligations, including, without
limitation, any subscription or other similar agreement entered into with the Company).


 


8.6 Representations
and Warranties of the Company. The representations and warranties contained in Article III of the Unit Purchase Agreement
to be entered into by the Company and the Purchasers shall be incorporated herein by reference and shall be deemed to be made
under this Subscription Agreement.


 


8.7 Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company, Laidlaw and each of their respective officers, directors, managers,
employees, agents, attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs,
fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending
against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgement, representation
or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement
made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement.


 


8.8 Binding Effect.
his Subscription Agreement will survive the death or disability of the Purchaser and will be binding upon and inure to the
benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If
the Purchaser is more than one person, the obligations of the Purchaser hereunder will be joint and several and the agreements,
representations, warranties and acknowledgments herein will be deemed to be made by and be binding upon each such person and such
person’s heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


8.9 Modification. This
Subscription Agreement will not be modified or waived except by an instrument in writing signed by the party against whom any
such modification or waiver is sought.


 


 


 



    	 	10



    	 



     


8.10 Notices. Any
notice or other communication required or permitted to be given hereunder will be in writing and will be mailed by certified mail,
return receipt requested, or delivered against receipt to the party to whom it is to be given (a) if to the Company, at the address
set forth in the Unit Purchase Agreement or (b) if to the Purchaser, at the address set forth on the signature page hereof (or,
in either case, to such other address as the party will have furnished in writing in accordance with the provisions of this Section
10). Any notice or other communication given by certified mail will be deemed given at the time of certification thereof,
except for a notice changing a party’s address which will be deemed given at the time of receipt thereof. Any notice or
other communication given by overnight courier will be deemed given at the time of delivery.


 


8.11 Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the
Purchaser and the transfer or assignment of any of the Securities will be made only in accordance with all applicable laws.


 


8.12 Applicable Law.
This Subscription Agreement will be governed by and construed under the laws of the State of New York as applied to agreements
among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal
suit, action or proceeding arising out of or relating to this Subscription Agreement will be instituted exclusively in New York
State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waive
any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably
consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for
the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept
and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State
Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that
service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process
upon it, in any such suit, action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF
ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED
HEREBY.


 


8.13 Blue Sky Qualification.
The purchase of Securities pursuant to this Subscription Agreement is expressly conditioned upon the exemption from qualification
of the offer and sale of the Securities from applicable federal and state securities laws.


 


8.14 Use of Pronouns.
All pronouns and any variations thereof used herein will be deemed to refer to the masculine, feminine, neuter, singular or
plural as the identity of the person or persons referred to may require.


 


8.15 Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company not
otherwise properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose,
except as may be required by law or for the performance of this Subscription Agreement, or use to the detriment of the Company
or for the benefit of any other person or persons, or misuse in any way, any confidential information of the Company, including
any trade or business secrets of the Company and any business materials that are treated by the Company as confidential or proprietary,
including, without limitation, confidential information obtained by or given to the Company about or belonging to third parties.


 


 


 



    	 	11



    	 



     


8.16 Miscellaneous.


 


(a) This Subscription Agreement,
together with the Transaction Documents, constitute the entire agreement between the Purchaser and the Company with respect to
the subject matter hereof and supersede all prior oral or written agreements and understandings, if any, relating to the subject
matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of such terms or provisions.


 


(b) Each of the Purchaser’s
and the Company’s representations and warranties made in this Subscription Agreement will survive the execution and delivery
hereof and delivery of the Securities.


 


(c) Each of the parties
hereto will pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others engaged by such
party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions
contemplated hereby are consummated.


 


(d) This Subscription Agreement
may be executed in two or more counterparts each of which will be deemed an original, but all of which will together constitute
one and the same instrument.


 


(e) Each provision of this
Subscription Agreement will be considered separable and, if for any reason any provision or provisions hereof are determined to
be invalid or contrary to applicable law, such invalidity or illegality will not impair the operation of or affect the remaining
portions of this Subscription Agreement.


 


(f) Paragraph titles are
for descriptive purposes only and will not control or alter the meaning of this Subscription Agreement as set forth in the text.


 


8.17 Signature Page.
It is hereby agreed by the parties hereto that the execution by the Purchaser of this Subscription Agreement, in the place set
forth herein below, will be deemed and constitute the agreement by the Purchaser to be bound by all of the terms and conditions
hereof as well each of the other Transaction Documents, and will be deemed and constitute the execution by the Purchaser of all
such Transaction Documents without requiring the Purchaser’s separate signature on any of such Transaction Documents.


 


 


 



    	 	12



    	 



     


ANTI-MONEY LAUNDERING REQUIREMENTS


 


	The
    USA PATRIOT Act	 	What
    is money laundering?	 	How
    big is the problem and why is it important?
	The
                                         USA PATRIOT Act is designed to detect, deter, and punish terrorists in the United States
                                         and abroad. The Act imposes new anti-money laundering requirements on brokerage firms
                                         and financial institutions. Since April 24, 2002 all brokerage firms have been required
                                         to have new, comprehensive anti-money laundering programs.

         

        To help you understand these efforts,
        we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.
	 	Money
    laundering is the process of disguising illegally obtained money so that the funds appear to come from legitimate sources
    or activities. Money laundering occurs in connection with a wide variety of crimes, including illegal arms sales, drug trafficking,
    robbery, fraud, racketeering, and terrorism	 	The
    use of the U.S. financial system by criminals to facilitate terrorism or other crimes could well taint our financial markets.
    According to the U.S. State Department, one recent estimate puts the amount of worldwide money laundering activity at $1 trillion
    a year.


 


What are we required to do to eliminate
money laundering?


 


Under new rules required by the USA PATRIOT
Act, our anti-money laundering program must designate a special compliance officer, set up employee training, conduct independent
audits, and establish policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.


 


As part of our required program, we may ask
you to provide various identification documents or other information. Until you provide the information or documents we need,
we may not be able to effect any transactions for you.


 


 


 



    	 	13



    	 



     


FTE NETWORKS, INC.
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 


Purchaser hereby elects to purchase a total
of _________ units (the “Units”), each Unit consisting of (i) one (1) share of Common Stock and (ii)
a Warrant to purchase one (1) share of Common Stock (“Warrant”), at a purchase price of $0.40 per Unit, for
an aggregate Subscription Amount of $____________. (NOTE: to be completed by the Purchaser).


 


	If
                                         the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON,
                                         or as COMMUNITY PROPERTY:

         

	Purchaser:	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Print Name	 	 	 	Social Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Mailing Address	 
	 	 	 	 	 	 	 
	Co-Purchaser
    (if applicable):	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Print Name	 	 	 	Social Security Number	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Signature	 	Date	 	Address
    (if different from above)	 


 


	If the
    Purchaser is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY or TRUST:
	 
	 	 	 	 	 	 	 
	 	Name of Partnership, Corporation, Limited
    Liability Company or Trust	 	 	 	Federal Taxpayer Identification Number	 


 


	 	By:	 	 	 	 	 	 
	 	Name:	 	 	Date	 	 	 
	 	Title:	 	 	 	 	Business
    Address	 


 


	AGREED AND ACCEPTED: 	 	 
	FTE NETWORKS, INC.	 	 
	 	 	 
	By:	 	 	 
	Name:	 	 	Date
	Title:	 	 	 


 


 


 



    	 	14



    	 



     


 


FTE NETWORKS, INC.


ACCREDITED INVESTOR
CERTIFICATION


 


For Individual
Investors Only


(All individual investors
must INITIAL where appropriate.


Where there are joint
investors both parties must INITIAL):


 


	Initial(s)
    ______ 	I certify that I
    have a “net worth” of at least $1 million either individually or through aggregating my individual holdings and
    those in which I have a joint, community property or other similar shared ownership interest with my spouse. For purposes
    of calculating net worth under this paragraph, (i) the primary residence shall not be included as an asset, (ii) to the extent
    that the indebtedness that is secured by the primary residence is in excess of the fair market value of the primary residence,
    the excess amount shall be included as a liability, and (iii) if the amount of outstanding indebtedness that is secured by
    the primary residence exceeds the amount outstanding 60 days prior to the execution of this Subscription Agreement, other
    than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability.
	 	 
	Initial(s) ______	I certify that I
    have had an annual gross income for the past two years of at least $200,000 (or $300,000 jointly with my spouse) and expect
    my income (or joint income, as appropriate) to reach the same level in the current year.


 


For Non-Individual
Investors


(all Non-Individual
Investors must INITIAL where appropriate):


 


	Initial(s)
    ______ 	The undersigned
    certifies that it is a partnership, corporation, limited liability company or business trust that is 100% owned by persons
    who meet either of the criteria for individual investors, above.
	 	 
	Initial(s) ______
    	The undersigned
    certifies that it is a partnership, corporation, limited liability company or business trust that has total assets of at least
    $5 million and was not formed for the purpose of investing in the Company.
	 	 
	Initial(s) ______
    	The undersigned
    certifies that it is an employee benefit plan whose investment decision is made by a plan fiduciary (as defined in ERISA §3(21))
    that is a bank, savings and loan association, insurance company or registered investment adviser.
	 	 
	Initial(s) ______
    	The undersigned
    certifies that it is an employee benefit plan whose total assets exceed $5,000,000 as of the date of the Subscription Agreement.
	 	 
	Initial(s) ______
    	The
    undersigned certifies that it is a self-directed employee benefit plan whose investment decisions are made solely by persons
    who meet either of the criteria for individual investors, above.
	 	 
	Initial(s) ______
    	The undersigned
    certifies that it is a U.S. bank, U.S. savings and loan association or other similar U.S. institution acting in its individual
    or fiduciary capacity.
	 	 
	Initial(s) ______
    	The undersigned
    certifies that it is a broker-dealer registered pursuant to §15 of the Securities Exchange Act of 1934.
	 	 
	Initial(s) ______	The
    undersigned certifies that it is an organization described in §501(c)(3) of the Internal Revenue Code with total assets
    exceeding $5,000,000 and not formed for the specific purpose of investing in the Company.
	 	 
	Initial(s) ______	The undersigned
    certifies that it is a trust with total assets of at least $5,000,000, not formed for the specific purpose of investing in
    Company, and whose purchase is directed by a person with such knowledge and experience in financial and business matters that
    he is capable of evaluating the merits and risks of the prospective investment.
	 	 
	Initial(s) ______	The undersigned
    certifies that it is a plan established and maintained by a state or its political subdivisions, or any agency or instrumentality
    thereof, for the benefit of its employees, and which has total assets in excess of $5,000,000.
	 	 
	Initial(s) ______	The undersigned
    certifies that it is an insurance company as defined in §2(a)(13) of the Securities Act of 1933, as amended, or a registered
    investment company.


 





 



    	 	15



    	 



     


 


FTE NETWORKS, INC.


Investor Profile


(Must be completed
by Investor) 


 


Section A - Personal
Investor Information


 


EXACT Title in Which Securities Should be Held:


_______________________________________________________________________


 


Individual Executing Profile:


_______________________________________________________________________


 


Social Security Number(s) / Federal I.D. Number:


_______________________________________________________________________


 


Date of Birth: _________________ Marital Status: ____________________


 


Joint Party Date of Birth: __________________


 


Investment Experience (Years): _____________


 


Annual Income: _________


 


Net Worth: _____________


 


Home Street Address:


________________________________________________________________________


 


Home City, State & Zip Code:


________________________________________________________________________


 


Home Phone: ______________________ Home Fax:
_______________________


 


Home Email: ____________________________



 


Employer:


__________________________________________________________________


 


Employer Street Address:


________________________________________________________________________


 


Employer City, State & Zip Code:


________________________________________________________________________


 


Bus.
Phone: ______________________ Bus. Fax: _________________________


 


Bus. Email:


 


Type of Business: __________________________________________


 


_______ Please check if you are a FINRA member or affiliate of
a FINRA member firm


 


LAIDLAW Account Executive / Outside Broker/Dealer:


 


__________________________________________


 





 


 



    	 	16



    	 



     


FTE NETWORKS, INC.


Investor Profile


(Must be completed
by Investor)


 


Section B –
Entity Investor Information


 


EXACT Title in Which Securities Should be Held:


________________________________________________________________________


 


Authorized Individual Executing Profile or Trustee:


________________________________________________________________________


 


Social Security Numbers / Federal I.D. Number:


________________________________________________________________________


 


Investment Experience (Years): _____________


 


Annual Income: _______________


 


Net Worth: _______________


 


Was the Trust formed for the specific purpose of purchasing the
Units?


 


[  ] Yes [  ] No


 


Principal Purpose (Trust):


_________________________________________________________


 


Type of Business:


_______________________________________________________


 


Street Address:


________________________________________________________________________


 


City, State & Zip Code:


________________________________________________________________________


 


Phone: ______________________ Fax: ________________________


Email: ________________________________


 


_______ Please check if you are a FINRA member or affiliate of
a FINRA member firm


 


LAIDLAW Account Executive / Outside Broker/Dealer:


______________________________________________


 





 



    	 	17



    	 



     


Section C –
Form of Payment – Check or Wire Transfer


 


	______ 	Check payable to
    “SIGNATURE BANK, AS ESCROW AGENT FOR FTE NETWORKS, INC.”
	 	 
	______ 	Wire funds from
    my outside account according to the “To subscribe for Units in the private offering of FTE NETWORKS, INC.” page
    (page “1”)
	 	 
	______
    	Wire funds from
    my LAIDLAW Account – See following page
	 	 
	______
    	The funds for this
    investment are rolled over, tax deferred from within the allowed 60-day window


 


Section D –
Securities Delivery Instructions (check one)


 


	______
    	Please deliver my securities to Laidlaw for
    deposit into my brokerage account.
	 	 
	______
    	Please deliver my securities to the address
    listed in the above Investor Profile.
	 	 
	______
    	Please deliver my securities to the below address:


 


________________________________________


________________________________________


________________________________________


________________________________________


 


Section E –
Investor Instructions for Payments (check one)


 


	______	Please make out
    my dividend and any other payment checks pursuant to the Units to “Sterne, Agee& Leach Inc. C/F [Insert Client Name]”
    and deliver such checks to Laidlaw so that they may deposit them into my Laidlaw brokerage account.
	 	 
	______
    	 Please make
    out my dividend and any other payment checks pursuant to the Units in the registered name set forth in the Investor Profile
    and mail such checks to me at the address specified in the Investor Profile.


 


Investor Signature: ______________________________
Date: ___________


 


Joint Signature (if applicable):
______________________________ Date: ___________


 





 



    	 	18



    	 



     


Wire Transfer Authorization


 


	TO:	OPERATIONS MANAGER 

    LAIDLAW & CO. (UK) LTD.
	 	 
	RE:	Client Wire Transfer Authorization 

    FTE NETWORKS, INC.


 


DATE: _____________


 


 


 


This Unit Purchase Agreement authorizes the
transfer of the following listed funds from my LAIDLAW Brokerage Account as follows:


 


LAIDLAW Brokerage Account # _____________________


 


Wire Amount$ _____________________


 


SIGNATURE BANK


261 Madison Avenue 


New York, NY 10016


 


ABA No.: 026013576


For Credit to: Signature Bank,
as Escrow Agent for FTE Networks, Inc.


Account No.: 1502935018 


 


REFERENCE:


 


SUBSCRIBER LEGAL NAME:


______________________________________________________________


 


TAX ID NUMBER:


______________________________________________________________


 


SUBSCRIBER ADDRESS:


______________________________________________________________


 


FBO:


______________________________________________________________


 


Investment Title:


______________________________________________________________


 


Signature:______________________________________________________


 


Joint Signature (if applicable): _____________________________________


 





 



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Selling Stockholder
Notice and Questionnaire


FTE
Networks, Inc.


 


Selling
Stockholder Notice and Questionnaire


 


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.


 





 



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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
[  ]


 





 



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	 	(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.): ______________________________________________


 


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* [  ]


 





 



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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...)


 





 



    	 	23



    	 



     


	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.	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]


 





 



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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


 





 



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