June 2, 2014


 


 


John Klumpp


1456 Palma Blanca Ct.


Naples, Florida 34119


 


 


Appointment Letter Agreement – FTE
Networks, Inc. Board of Directors


 


 


Dear Mr. Klumpp:


 


We are pleased to tell
you that the Board of Directors (the "Board") of FTE Networks, Inc. (the "Company") has elected you to serve
as a member of the Board commencing from June 2, 2014.


 


 


1.             Your
Duties:


 


a)           You
will be expected to attend (either in person or by teleconference) all regular meetings of the Board, of which we expect to hold
approximately four to six per annum,  as well as to attend (either in person or by teleconference), if feasible, any
special meetings of the Board and to sign all written consents if you deem appropriate.  In addition, you will be expected
to perform such other duties as are reasonably contemplated by your holding office as a director of the Company or which may reasonably
be assigned to you by the Board from time to time, including Committee(s) membership.


 


b)           As
a director you will at all times act as a fiduciary in the service of the best interests of the Company.  In addition,
you agree to (i) provide all information regarding yourself as the Company requires to satisfy its disclosure obligations under
applicable securities laws; and (ii) timely file with the Securities and Exchange Commission all reports and schedules required
of you in your personal capacity by virtue of your relationship with the Company (e.g., Forms 3, 4 and 5 as contemplated by Section
16(a) of the Securities Exchange Act of 1934). The Company will provide the necessary forms to you and will assist you to file
the required reports and schedules.


 


c)           As
you will appreciate, your time commitment will ultimately be a function of the matters confronting the Company from time to time
and matters properly requiring your attention as a director of the Company.


 


d)           You
shall comply with all the fiduciary-duty obligations of a director as imposed by Florida law.  Without limitation, you
specifically agree not to, during the time of your service on the Company's Board, serve as a director of or a consultant to any
of the companies listed on Exhibit A hereto.  Subject to your fiduciary-duty obligations as a director as imposed by
Florida law, this Letter does not otherwise restrict you from accepting appointment as a director of any other company, providing
consulting services, becoming employed by or engaging in any other business or other activity whatsoever.


 


 


 





5495
Bryson Dr. Suite 423, Naples, FL 34109


Phone:
(877) 878-8136 Fax: (877) 781-2583


www.ftenet.com




  






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2.           
 Remuneration:


 


a)           Annual
Options: The Company expects to provide you and other outside directors, for service on the Board, stock in the form of (i) 50,000
shares of Series D Preferred Stock and (ii) an annual grant of 100,000 five-year stock options under the Company's 2014 Stock Plan
with an exercise price equal to the mean average of the closing sale prices of Company common stock for the 10 trading days immediately
before the date of grant (or, the date-of-grant closing sale price of Company common stock on any national securities exchange
on which Company common stock is listed, if it has become so listed), which annual options would vest in one lump amount immediately
upon grant, subject to continuation of service.  Such stock options shall remain exercisable until the earlier of the
scheduled expiration date or 18 months after the cessation of service, whichever is sooner.


 


b)           Cash:  You
shall receive an annual cash stipend at a rate of $20,000, payable $5,000 quarterly on the first day of each calendar quarter,
for your service on the Board.


 


c)           Expenses:  Subject
to you providing the Company with receipts or other evidence of payment, the Company will pay for or reimburse you for all travelling,
hotel and other expenses reasonably incurred by you in connection with attending and returning from Board or Committee meetings
or otherwise in connection with the Company's business.  "Reasonable" air travel expenses assume economy class
for flights under 4 hours and business class for flights over 4 hours.


 


 


3.          
  Termination of Director Status:


 


a)           Your
status as a Director may be terminated at any time by the vote of the stockholders of the Company (including any failure to elect
you for an ensuing term at any annual meeting of stockholders) in accordance with the certificate of incorporation and bylaws of
the Company. Any such termination will not affect your rights under options that have become vested, subject to the post-service
exercisability period.


 


b)           You
acknowledge and agree that if the stockholders of the Company terminate your status as a Director (including any failure to elect
you for an ensuing term at any annual meeting of stockholders), you will have no claim of any kind against, other than indemnity
claims, against the Company by reason of the termination.


 


c)           You
are at liberty to resign from the Board at any time by notice in writing to the Company.


 


 


 


5495
Bryson Dr. Suite 423, Naples, FL 34109


Phone:
(877) 878-8136 Fax: (877) 781-2583


www.ftenet.com



 






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4.          
  What happens after termination of Director Status?


 


If your Director status is terminated for any reason or you
resign for any reason:


 


a)           The
Company may set off any amounts you owe the Company against any amounts the Company owes to you as a Director at the date of termination
except for amounts the Company is not entitled by law to set off;


 


b)           You
must return all the Company’s property (including property leased by the Company) to the Company on termination including
all written or machine readable material, software, computers, credit cards, keys and vehicles; and


 


c)           You
shall return to the Company all confidential information and documentation (including any copies thereof) regarding the Company
and its affiliates (including confidential information of third parties entrusted to the Company) within 5 days following the Company’s
request to delete or destroy any electronic or written information relating to the Company, as shall be requested by the Company.


 


 


5.          
  Confidential Information:


 


a)           You
acknowledge and agree that during your service with the Company, you will receive confidential information regarding the Company
and its affiliates (including confidential information of third parties entrusted to the Company) and that you will not disclose
any such information to any other party nor use for your own benefit or for the benefit or for the benefit of any third person
any of the confidential information so obtained at any time during or after the term of your service with the Company without the
Company’s prior written consent.


 


b)           You
recognize and affirm that in the event of your breach of any provision of this Section 5, money damages would be inadequate and
the Company and its subsidiaries would have no adequate remedy at law. Accordingly, you agree that in the event of a breach or
threatened breach by you of the provisions of this Section 5, the Company, in addition and supplementary to any other rights and
remedies existing in its favor, may apply to any court of law or equity of competent jurisdiction for specific performance and/or
injunctive r other relief in order to enforce or prevent any violations of the provisions hereof (without posting a bond or other
security).


 


 


6.          
  Protection:


 


a)           During
the term of your engagement hereunder, the Company will procure and maintain directors’ and officers’ liability insurance
policies with a minimum of $2,000,000 Aggregate Limit, and to ensure you are included as an insured thereunder.


 


 


 


5495
Bryson Dr. Suite 423, Naples, FL 34109


Phone:
(877) 878-8136 Fax: (877) 781-2583


www.ftenet.com



 






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b)           The
Company will enter into a standard and customary Indemnification Agreement with you on terms reasonably acceptable to you which
will provide for (i) your indemnification by the Company to the fullest extent permitted by law for all acts and/or omissions directly
and/or indirectly related to any services provided by you to the Company and (ii) a continuing obligation for the payment of your
expenses in the event any action and/or investigation in commenced regarding any acts/or omissions directly and/or indirectly related
to any services provided to you by the Company, including any action and/or investigation that begins after your service as a Director
has ended.


 


 


7.          
  Miscellaneous:


 


a)           Alterations:
This Letter cannot be amended except in writing signed by each party.


 


b)           Entire
Agreement: This Letter constitutes the entire agreement between the parties in connection with its subject matter and supersedes
all previous agreements or understandings between the parties in connection with its subject matter.


 


c)           Further
Action: Each party must do, at its own expense, everything reasonably necessary(including executing documents) to give full effect
to the performance of his/its obligations under this Letter and the transactions contemplated by it.


 


d)           Waiver:
A party does not waive a right, power or remedy (or any other right, power or remedy) if it fails to exercise or delays in exercising
the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another of further exercise
of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving
the waiver.


 


e)           Relationship:
This Letter does not create a relationship of employment, agency or partnership between parties. Unless the Board adopts a specific
resolution so providing, you do not have authority to bind the Company to any contract or commitment; and you agree not to purport
to do so.


 


f)           Governing
Law: This Letter shall be governed by and construed in accordance with the laws of Florida (without giving effect to choice of
law principles or rules thereof that would cause the application to the laws of any jurisdiction other than Florida).


 


g)           Severability:
Any provision of this Letter which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdictions.


 


 


 


5495
Bryson Dr. Suite 423, Naples, FL 34109


Phone:
(877) 878-8136 Fax: (877) 781-2583


www.ftenet.com



 






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h)           Counterparts:
This Letter may be executed in counterparts. All executed counterparts constitute one document.


 


 


 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the date set forth below.


 


 


 





	DIRECTOR	FTE NETWORKS, INC.
	 	 
	 	 
	By: /s/ John Klumpp	By: /s/ Michael Palleschi
	 	 
	John Klumpp	Michael Palleschi, CEO
	1456 Palma Blanca Ct	5495 Bryson Drive, Suite 423
	Naples, Florida 34119	Naples, Florida  34109
	 	 
	Date: June 2, 2014	Date: June 2, 2014







 


 


 


5495
Bryson Dr. Suite 423, Naples, FL 34109


Phone:
(877) 878-8136 Fax: (877) 781-2583


www.ftenet.com



 






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