Exhibit
10.21


 


SECOND
AMENDMENT TO the


AGREEMENT
REGARDING DEBT AND SERIES H PREFERRED STOCK


 


This
Second Amendment to the Agreement Regarding Debt and Series H Preferred Stock (this “Amendment”), dated as of May
1, 2020, is entered into by and among FTE Networks, Inc., a Nevada corporation (the “Company”), Fred Sacramone (“Sacramone”)
and Brian McMahon (“McMahon”).


 


WHEREAS,
the Company has previously entered into that certain Agreement Regarding Debt and Series H Preferred Stock dated October 10, 2019,
and that certain First Amendment to the Agreement Regarding Debt and Series H Preferred Stock dated November 8, 2019 (the Agreement,
as amended by the First Amendment, being herein referred to as the “Agreement”);


 


WHEREAS,
the parties hereto deem it mutually beneficial to amend the Agreement, as more particularly set forth in this Amendment;


 


WHEREAS,
the parties previously signed a prior version of a Second Amendment to the Agreement Regarding Debt and Series H Preferred Stock
on April 27, 2020, and this Amendment supersedes and replaces that prior version.


 


NOW,
THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.
Amount of Remaining Indebtedness Outstanding. The parties acknowledge and agree that the amount outstanding under the Remaining
Indebtedness was $28.0 million as of December 31, 2019 and is $22.0 million as of the date hereof, inclusive of all principal,
interest, fees and charges.


 


2.
Cancelation of Remaining Indebtedness. Sacramone and McMahon agree that to the extent not sooner paid, any remaining balance
outstanding under the Remaining Indebtedness (including all principal, interest, fees and charges) will automatically, without
the need for further action on the part of the Company or any other person, be absolutely and unconditionally released and forever
discharged on the Termination Date, as defined below. The “Termination Date” shall be the date on which the NYSE American
Exchange files a Form 25 with the Securities and Exchange Commission (“SEC”) delisting the Company’s common
stock, but in no event shall the Termination Date be any sooner than July 1, 2020 or any later than October 1, 2020.


 


3.
Forbearance. Sacramone and McMahon agree, on behalf of themselves and their executors, personal representatives, successors
and assigns, to forbear from exercising any remedies against the Company and its affiliates in connection with the Remaining Indebtedness
from now until the Termination Date.


 


4.
Effect of Amendment. The parties to this Amendment hereby agree and acknowledge that except as provided in this Amendment,
the Agreement shall remain in full force and effect and has not been modified or amended in any respect, it being the intention
of the parties that this Amendment and the Agreement be read, construed and interpreted as one and the same instrument. The parties
to this Amendment hereby agree and acknowledge that this Amendment supersedes and replaces the Second Amendment to the Agreement
Regarding Debt and Series H Preferred Stock executed by the parties on April 27, 2020.


 


5.
Miscellaneous. Sections 4.1 through 4.6 of the Agreement are applicable to this Amendment and are incorporated herein by
reference.


 


6.
Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 




    	 	 	 



    	 



    

 


 


IN
WITNESS WHEREOF, each of the undersigned have executed this Amendment as of the date first set forth above.


 








	 	COMPANY:
	 	 
	 	FTE NETWORKS, INC.


 



	 	By:	/s/
    Michael P. Beys
	 	Name:	Michael
    P. Beys
	 	Title:	Interim
    Chief Executive Officer
	 	 	 
	 	/s/
                                         Fred Sacramone




	 	FRED SACRAMONE
	 	 	 
	 	/s/
                                         Brian McMahon




	 	BRIAN MCMAHON


 


[Signature
Page to the Second Amendment to the


Agreement
Regarding Debt and Series H Preferred Stock]