Exhibit 10.6


 


Execution Version




 


 





VOTING AND COOPERATION AGREEMENT


 


VOTING AND COOPERATION AGREEMENT (this “Agreement”),
dated as of October 28, 2015 (the “Effective Date”), among Lateral Juscom Feeder LLC, a Delaware limited liability
company (“WP”), Lateral FTE Feeder LLC, a Delaware limited liability company (together with WP, “Lateral”),
the stockholders of FTE Networks, Inc., a Nevada corporation (the “Company”) listed on Schedule A
hereto (each, a “Stockholder” and, collectively, the “Stockholders”) and the Company.


RECITALS


 


WHEREAS, concurrently herewith,
Lateral is providing up to $8,000,000 of senior secured term loans (“Credit Facility”) to Jus-Com Inc., a
wholly-owned subsidiary of the Company (“Jus-Com”), pursuant to that certain Credit Agreement (the
“Loan Agreement”) dated as of the date hereof by and among Jus-Com, the Company, Lateral and the other
parties thereto;


 


WHEREAS, pursuant to the Loan Agreement,
the Company has agreed to issue to Lateral 163,441 shares of Series D Convertible Preferred Stock (“Series D Preferred
Stock”), par value $0.01, of the Company and 391,903 shares of Series F Convertible Preferred Stock (“Series
F Preferred Stock”), par value $0.01, of the Company (the “Issuance”);


 


WHEREAS, each Stockholder is the record
and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of shares of the voting stock
of the Company (“Shares”) as set forth on Schedule A hereto (with respect to each Stockholder, the
“Owned Shares”; the Owned Shares and any additional Shares or other voting securities of the Company of which
such Stockholder (or such Stockholder’s affiliates) acquires record or beneficial ownership after the date hereof, including,
without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification,
exchange or change of such shares, or upon exercise or conversion of any securities, such Stockholder’s “Covered
Shares”);


 


WHEREAS, as a condition and inducement to
Lateral’s willingness to enter into the Loan Agreement and to proceed with the transactions contemplated thereby, Lateral,
the Company and the Stockholders are entering into this Agreement; and


 


WHEREAS, the Company and the Stockholders
acknowledge that Lateral is entering into the Loan Agreement in reliance on the representations, warranties, covenants and other
agreements of, the Company and the Stockholders set forth in this Agreement and would not enter into the Loan Agreement if any
Stockholder did not enter into this Agreement.


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Lateral, the Company
and the Stockholders hereby agree as follows:


 






     


     


    

 


1.                 
Agreement to Vote. Prior to the Termination Date (as defined herein), each Stockholder irrevocably and unconditionally
agrees that it shall at any meeting of the stockholders of the Company (whether annual or special and whether or not an adjourned
or postponed meeting), however called, or in connection with any written consent of stockholders of the Company (a) when a
meeting is held, appear at such meeting or otherwise cause the Covered Shares to be counted as present thereat for the purpose
of establishing a quorum, and respond to each request by the Company for written consent, if any and (b) vote (or consent),
or cause to be voted at such meeting (or validly execute and return and cause such consent to be granted with respect to), all
Covered Shares (i) in favor of (A) an amendment to the articles of incorporation (the “Charter”) of the
Company to increase the number of authorized shares of Common Stock (“Common Stock”), par value $0.001 per share,
of the Company to a number sufficient to effect the conversion of all preferred stock of the Company outstanding following the
Issuance (including, without limitation, the Series D Preferred Stock and the Series F Preferred Stock) and the conversion of any
and all other securities of the Company outstanding as of the date hereof that are intended to be convertible into Common Stock
(the “Increase”), (B) an amendment to the Charter to implement any reverse stock split of the Company’s
shares of stock pursuant to Section 2(a) of the Certificate of Designations of Series D Preferred Stock of the Company (the “Series
D Designation”) and Section 2(a) of the Certificate of Designations of Series F Preferred Stock of the Company (the “Series
F Designation”) in order to cause a Mandatory Conversion (as defined in the Series D Designation and Series F Designation,
as applicable) of the Series D Preferred Stock and Series F Preferred Stock and (C) the nomination and election of any one individual
designated by Lateral from time to time for election to the board of directors of the Company; and (ii) against (A) any
Acquisition Proposal, (B) any proposal for any reorganization, liquidation, dissolution, amalgamation, merger, sale of assets
or other business combination between the Company and any other Person (other than the Issuance, the Increase and the Reverse Stock
Split, or any transaction involving a third-party which is, itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company that shall provide to the Company additional benefits in addition to the investment
of funds), and (C) any other action that could reasonably be expected to impede, interfere with, delay, postpone or adversely
affect the Issuance, the Increase, the Reverse Stock Split or any of the transactions contemplated by the Loan Agreement or this
Agreement or any transaction that results in a breach in any material respect of any covenant, representation or warranty or other
obligation or agreement of the Company or any of its Subsidiaries under the Loan Agreement.


 


2.                 
Grant of Irrevocable Proxy; Appointment of Proxy.


 


(a)               
EACH STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, LATERAL, THE EXECUTIVE OFFICERS OF LATERAL, AND ANY OTHER DESIGNEE OF LATERAL,
EACH OF THEM INDIVIDUALLY, SUCH STOCKHOLDER’S IRREVOCABLE (UNTIL THE TERMINATION DATE) PROXY AND ATTORNEY-IN-FACT (WITH FULL
POWER OF SUBSTITUTION) TO VOTE THE COVERED SHARES AS INDICATED IN SECTION 1. EACH STOCKHOLDER INTENDS THIS PROXY TO
BE IRREVOCABLE (UNTIL THE TERMINATION DATE) AND COUPLED WITH AN INTEREST AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER
INSTRUMENTS AS MAY BE NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY PREVIOUSLY GRANTED BY SUCH
STOCKHOLDER WITH RESPECT TO THE COVERED SHARES (THE STOCKHOLDER REPRESENTING TO THE COMPANY THAT ANY SUCH PROXY IS NOT IRREVOCABLE).


 






     


     


    

 


(b)              
The proxy granted in this Section 2 shall automatically expire upon the Termination Date.


 


3.                 
No Inconsistent Agreements. Each Stockholder hereby represents, covenants and agrees that, except as contemplated
by this Agreement, such Stockholder (a) has not entered into, and shall not enter into at any time prior to the Termination
Date, any voting agreement or voting trust with respect to any Covered Shares and (b) has not granted, and shall not grant
at any time prior to the Termination Date, a proxy or power of attorney with respect to any Covered Shares, in either case, which
is inconsistent with such Stockholder’s obligations pursuant to this Agreement.


 


4.                 
Company Cooperation. So long as Lateral (together with its affiliates) owns in the aggregate 5% of the Common Stock
outstanding on a fully-diluted basis, the Company shall facilitate the nomination and election of any one individual designated
by Lateral from time to time for election to the board of directors of the Company by, among other things, including such individual
on any proxy statement soliciting votes for the election of directors of the Company.


 


5.                 
Termination. This Agreement shall terminate upon the earliest of (a) the consummation of the Increase and the
Reverse Stock Split, and (b) written notice of termination of this Agreement by Lateral to the Stockholders and the Company
(such earliest date being referred to herein as the “Termination Date”); provided, that the provisions
set forth in Section 1(b)(i)(C), Section 4 and Sections 12 to 28 shall survive the termination
of this Agreement until such time as Lateral’s (together with its affiliates) aggregate beneficial ownership of Common Stock
is less than 5% of the Common Stock outstanding on a fully-diluted basis and the provisions set forth in Section 7(c) shall
terminate on the date that is one (1) year after the Effective Date; provided further, that any liability incurred
by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the
termination of this Agreement.


 


6.                 
Representations and Warranties of Stockholders. Each Stockholder, as to itself (severally and not jointly), hereby
represents and warrants to Lateral as follows:


 


(a)               
Such Stockholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear
of Liens other than as created by this Agreement. Such Stockholder has sole voting power, sole power of disposition, sole power
to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect
to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal
securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Stockholder does not
own beneficially or of record any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company
convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights
to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock
or voting securities of the Company. The Covered Shares are not subject to any voting trust agreement or other Contract to which
such Stockholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares.
Such Stockholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered
Shares, except as contemplated by this Agreement.


 






     


     


    

 





(b)              
Each such Stockholder which is an entity is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its formation and has all requisite power and authority to execute and deliver this Agreement and to perform its
obligations hereunder; each such Stockholder who is a natural person has full legal power and capacity to execute and deliver this
Agreement and to perform such Stockholder’s obligations hereunder. The execution, delivery and performance of this Agreement
by each such Stockholder which is an entity, the performance by such Stockholder of its obligations hereunder and the consummation
by such Stockholder of the transactions contemplated hereby have been duly and validly authorized by such Stockholder and no other
actions or proceedings on the part of such Stockholder are necessary to authorize the execution and delivery by such Stockholder
of this Agreement, the performance by such Stockholder of its obligations hereunder or the consummation by such Stockholder of
the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and,
assuming due authorization, execution and delivery by Lateral and the Company constitutes a legal, valid and binding obligation
of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by
general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Stockholder is married,
and any of the Covered Shares of such Stockholder constitute community property or otherwise need spousal or other approval for
this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Stockholder’s
spouse and, assuming due authorization, execution and delivery by Lateral, constitutes a legal, valid and binding obligation of
such Stockholder’s spouse, enforceable against such Stockholder’s spouse in accordance with its terms, except as enforcement
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).


 


(c)               
Except for the applicable requirements of the Exchange Act (i) no filing with, and no permit, authorization, consent
or approval of, any Governmental Authority is necessary on the part of such Stockholder for the execution, delivery and performance
of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated hereby and (ii) neither
the execution, delivery or performance of this Agreement by such Stockholder nor the consummation by such Stockholder of the transactions
contemplated hereby nor compliance by such Stockholder with any of the provisions hereof shall (A) conflict with or violate,
any provision of the organizational documents of any such Stockholder which is an entity, (B) result in any breach or violation
of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property
or asset of such Stockholder pursuant to, any Contract to which such Stockholder is a party or by which such Stockholder or any
property or asset of such Stockholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule
or regulation applicable to such Stockholder or any of such Stockholder’s properties or assets.


 






     


     


    

 


(d)              
There is no action, suit, investigation, complaint or other proceeding pending against any such Stockholder or, to the knowledge
of such Stockholder, any other Person or, to the knowledge of such Stockholder, threatened against any Stockholder or any other
Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Lateral of its rights under
this Agreement or the performance by any party of its obligations under this Agreement.


 


(e)               
Such Stockholder understands and acknowledges that Lateral is entering into the Loan Agreement in reliance upon such Stockholder’s
execution and delivery of this Agreement and the representations and warranties of such Stockholder contained herein.


 


7.                 
Certain Covenants of Stockholders. Each Stockholder, for itself (severally and not jointly), hereby covenants and
agrees as follows , in each case except as otherwise approved in writing by Lateral:


 


(a)               
Prior to the Termination Date, such Stockholder shall not, and shall not authorize or permit any of its Subsidiaries or
Representatives, directly or indirectly, to:


 


(i)                
solicit, initiate, endorse, encourage or facilitate the making by any Person of any Acquisition Proposal;


 


(ii)              
enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person any
information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal;


 


(iii)            
execute or enter into any Contract constituting or relating to any Acquisition Proposal, or approve or recommend or propose
to approve or recommend any Acquisition Proposal or any Contract constituting or relating to any Acquisition Proposal (or authorize
or resolve to agree to do any of the foregoing actions); or


 


(iv)            
make, or in any manner participate in a “solicitation” (as such term is used in the rules of the Securities
and Exchange Commission (the “SEC”)) of proxies or powers of attorney or similar rights to vote, or seek to
advise or influence any Person with respect to the voting of the Shares intending to facilitate any Acquisition Proposal or cause
stockholders of the Company not to vote to approve the transactions contemplated by Section 2 of this Agreement or the Loan
Agreement.


 


(b)              
Such Stockholder will immediately cease and cause to be terminated all existing discussions or negotiations with any Person
conducted heretofore with respect to any of the matters described in Section 9(a) above.


 


(c)               
Prior to the Termination Date, and except as contemplated hereby, such Stockholder shall not (i) tender into any tender
or exchange offer, (ii) sell (constructively or otherwise), transfer, pledge, hypothecate, grant, encumber, assign or otherwise
dispose of (collectively “Transfer”), or enter into any contract, option, agreement or other arrangement or
understanding with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein
(including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust
or enter into a voting agreement with respect to any Covered Shares or (iv) knowingly take any action that would make any
representation or warranty of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling
such Stockholder from performing its obligations under this Agreement. Any Transfer in violation of the foregoing sentence shall
be void. Such Stockholder further agrees to authorize and request the Company to notify the Company’s transfer agent that
there is a stop transfer order with respect to all of the Covered Shares and that this Agreement places limits on the voting of
the Covered Shares. If so requested by Lateral, such Stockholder agrees that the certificates representing Covered Shares shall
bear a legend stating that they are subject to this Agreement and to the irrevocable proxy granted in Section 2(a).


 






     


     


    

 


(d)              
Prior to the Termination Date, in the event that a Stockholder acquires record or beneficial ownership of, or the power
to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting
interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement,
and the number of Shares held by such Stockholder set forth on Schedule A hereto will be deemed amended accordingly and
such Shares or voting interests shall automatically become subject to the terms of this Agreement. Each Stockholder shall promptly
notify Lateral and the Company of any such event.


 


8.                 
Disclosure. Each Stockholder hereby authorizes Lateral and the Company to publish and disclose in any announcement
or disclosure required by the SEC such Stockholder’s identity and ownership of the Covered Shares and/or Notes and the nature
of such Stockholder’s obligations under this Agreement.


 


9.                 
Further Assurances. From time to time, at the request of Lateral and without further consideration, each Stockholder
shall take such further action as may reasonably be deemed by Lateral to be necessary or desirable to consummate and make effective
the transactions contemplated by this Agreement.


 


10.             
Non-Survival of Representations and Warranties. The representations and warranties of the Stockholders contained
herein shall not survive the Termination Date.


 


11.             
Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by
course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf
of each party and otherwise as expressly set forth herein.


 


12.             
Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such
right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or
power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they
would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written
instrument executed and delivered by such party.


 






     


     


    

 


13.             
Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on
the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile,
e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service
by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of
mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be
delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party
to receive such notice:


 


(i)             If
to a Stockholder, to the address set forth opposite such Stockholder’s name on Schedule A hereto.


 


(ii)            If
to Lateral:


 


Lateral Investment Management


1825 S. Grant St., Suite 210


San Mateo, CA 94402

Attention: Patrick Feeney

Facsimile: (773) 496-2949

E-mail: patrick@lateralim.com


 


with a copy (which shall not constitute notice) to:


 


Gibson, Dunn & Crutcher LLP

2029 Century Park East, Suite 4000

Los Angeles, CA 90067

Attention: Cromwell Montgomery, Esq.

Facsimile: 310-552-7063

E-mail: cmontgomery@gibsondunn.com


 


(iii)            
If to the Company:


 


FTE Networks, Inc.


 


5495 Bryson Drive, Suite 423


Naples, Florida 34109

Attention: Michael Palleschi

Facsimile: 877-781-2583

E-mail: mpalleschi@ftenet.com


 


with a copy (which shall not constitute notice) to:


 


K&L Gates LLP


200 S. Biscayne Boulevard, Ste. 3900


Miami, Florida 33131

Attention: Clayton E. Parker, Esq.

Facsimile: 303-358-7095

E-mail: clayton.parker@klgates.com


 






     


     


    

 





14.             
Entire Agreement. This Agreement and the Loan Agreement (including the Exhibits and Schedules thereto) constitute
the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior
and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject
matter hereof and thereof.


 


15.             
No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon
any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or
remedy of any nature under or by reason of this Agreement.


 


16.             
Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the
transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware,
without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State
of Delaware.


 


17.             
Submission to Jurisdiction. Each of the parties irrevocably agrees that any legal action or proceeding arising out
of or relating to this Agreement brought by any other party or its successors or assigns shall be brought and determined in the
Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery
shall decline to accept jurisdiction over a particular matter, in which case, in any Delaware state or federal court within the
State of Delaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of the aforesaid courts for
itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out
of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action,
suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent
jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties
further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any
argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to
assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction
of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction
of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or
proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper
or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.


 






     


     


    

 


18.             
Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written
consent of the other party, and any such assignment without such prior written consent shall be null and void; provided,
however, that Lateral may assign all or any of its rights and obligations hereunder to any direct or indirect Subsidiary
of Lateral; provided further, that no assignment shall limit the assignor’s obligations hereunder. Subject
to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.


 


19.             
Enforcement. The parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties
shall be entitled to specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this
Agreement and to enforce specifically the terms and provisions of this Agreement in the Delaware Court of Chancery and any state
appellate court therefrom within the State of Delaware (unless the Delaware Court of Chancery shall decline to accept jurisdiction
over a particular matter, in which case, in any Delaware state or federal court within the State of Delaware), this being in addition
to any other remedy to which such party is entitled at law or in equity. Each of the parties hereby further waives (a) any
defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law
to post security as a prerequisite to obtaining equitable relief.


 


20.             
Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this
Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision
or portion of any provision had never been contained herein.


 


21.             
Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


22.             
Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and
the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered
to the other party; provided, however, that if any of the Stockholders fail for any reason to execute this Agreement,
then this Agreement shall become effective as to the other Stockholders who execute this Agreement..


 


23.             
Facsimile or .pdf Signature. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf
signature shall constitute an original for all purposes.


 






     


     


    

 


24.             
Confidentiality. The Stockholders agree (a) to hold any non-public information regarding this Agreement in strict
confidence and (b) except as required by law or legal process, including but not limited to state or federal securities regulations,
not to divulge any such non-public information to any third Person.


 


25.             
No Presumption Against Drafting Party. Each of the parties to this Agreement acknowledges that it has been represented
by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law
or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party
has no application and is expressly waived.


 


26.             
Certain Definitions. For purposes of this Agreement:


 


(a)               
“Acquisition Proposal” means any proposal or offer with respect to any direct or indirect acquisition
or purchase or license, in one transaction or a series of transactions, and whether through any merger, reorganization, consolidation,
tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange, business combination,
recapitalization, liquidation, dissolution, joint venture, licensing or similar transaction, or otherwise, of (A) assets or
businesses of the Company and its Subsidiaries that generate 25% or more of the net revenues or net income (for the 12-month period
ending on the last day of the Company’s most recently completed fiscal quarter) or that represent 25% or more of the total
assets (based on fair market value) of the Company and its Subsidiaries, taken as a whole, immediately prior to such transaction,
or (B) 60% or more of any class of capital stock, other equity securities or voting power of the Company, any of its Subsidiaries
or any resulting parent company of the Company, in each case other than the transactions contemplated by the Loan Agreement and
by this Agreement.


 


(b)              
“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in New York, New
York are authorized or required by applicable Law to be closed.


 


(c)               
“Contract” means any bond, debenture, note, mortgage, indenture, guarantee, license, lease, purchase
or sale order or other contract, commitment, agreement, instrument, obligation, arrangement, understanding, undertaking, permit,
concession or franchise, whether oral or written, including all amendments thereto.


 


(d)              
“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


(e)               
“Governmental Authority” means any federal, state, local or foreign government or subdivision thereof
or any other governmental, administrative, judicial, arbitral, legislative, executive, regulatory or self-regulatory authority,
instrumentality, agency, commission or body.


 


(f)               
“Law” means any federal, state, local or foreign law (including common law), statute, ordinance, rule,
code, regulation, order, judgment, injunction, decree or other legally enforceable requirement.


 


(g)              
“Liens” means any pledges, claims, liens, charges, options, rights of first refusal, encumbrances and
security interests of any kind or nature whatsoever (including any limitation on voting, sale, transfer or other disposition or
exercise of any other attribute of ownership).


 


(h)              
“Person” means an individual, corporation, partnership, limited liability company, association, trust
or other entity or organization, including any Governmental Authority.


 


(i)                
“Representative” means with respect to any Person any director, officer, employee, investment banker,
financial advisor, attorney, accountant or other advisor, agent or representative of such Person.


 


(j)                
“Subsidiary” means with respect to any Person, any other Person of which stock or other equity interests
having ordinary voting power to elect more than 50% of the board of directors or other governing body are owned, directly or indirectly,
by such first Person.


 


[The remainder of this page is intentionally
left blank.]


 






     


     


    

 


IN WITNESS WHEREOF, Lateral, the Company
and the Stockholders have caused to be executed or executed this Agreement as of the date first written above.


LATERAL JUSCOM FEEDER LLC


 


By: Lateral Global Investors, LLC, its Manager





__________________________________________

Name:

Title:


 


 


LATERAL FTE FEEDER LLC


 


By: Lateral Global Investors, LLC, its Manager





__________________________________________

Name:

Title:


 


FTE NETWORKS,
INC.



/s/ Michael Palleschi

Name: Michael Palleschi

Title: Chief Executive Officer


 


STOCKHOLDER:



__________________________________________





__________________________________________

Name:

Title:


 


 


[Insert additional stockholders]


 


 


Signature
Page to Voting and Cooperation Agreement 






     


     


    

 





SCHEDULE A





 





	 	SHAREHOLDER	ADDRESS	SHARES	Class
	TBK 327 Partners LLC	258 North West End Rd., Suite 505, Quakertown, Pennsylvania 18951	256488	Series D Preferred
	TBK 327 Partners LLC	258 North West End Rd., Suite 505, Quakertown, Pennsylvania 18951	78125	Series D Preferred
	TLP Investments, LLC, Managed by Michael Palleschi	1464 Palma Blanca Ct., Naples, Florida 34119	256488	Series D Preferred
	TLP Investments, LLC, Managed by Michael Palleschi	1464 Palma Blanca Ct., Naples, Florida 34119	78125	Series D Preferred
	TLP Investments, LLC, Managed by Michael Palleschi	1464 Palma Blanca Ct., Naples, Florida 34119	62502	Series D Preferred
	TLP Investments, LLC, Managed by Michael Palleschi	1464 Palma Blanca Ct., Naples, Florida 34119	48330	Series D Preferred
	Michael Palleschi	1464 Palma Blanca Ct., Naples, Florida 34119	157500	Series F Preferred (1)
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	(1) Held Pursuant to Stock Options	 	 	 


 










Schedule
a