THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AND RESTATED
SUBORDINATION AND INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED
AS OF JULY 2, 2019 AMONG (INTER ALIOS) BRIAN MCMAHON, A NATURAL PERSON, AS AN
INITIAL SUBORDINATED CREDITOR, FRED SACRAMONE, A NATURAL PERSON, AS AN INITIAL
SUBORDINATED CREDITOR, the Obligor, AND LATERAL JUSCOM FEEDER LLC, AS
Administrative AGENT (the "Senior Agent"), TO THE INDEBTEDNESS (INCLUDING
INTEREST) OWED BY the Obligor AND ITS SUBSIDIARIES, PURSUANT TO THAT CERTAIN
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JULY 2, 2019 AMONG THE
Obligor, ITS SUBSIDIARIES PARTY THERETO, SENIOR AGENT AND THE LENDERS FROM TIME
TO TIME PARTY THERETO (THE "SENIOR CREDIT AGREEMENT") AND THE OTHER SENIOR DEBT
DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT), AS SUCH SENIOR CREDIT
AGREEMENT AND OTHER SENIOR DEBT DOCUMENTS HAVE BEEN AND HEREAFTER MAY BE
AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME AND TO
INDEBTEDNESS REFINANCING THE INDEBTEDNESS UNDER THOSE AGREEMENTS AS CONTEMPLATED
BY THE SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS
ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE
SUBORDINATION AGREEMENT.
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
$ 4,166,666.67 July 2, 2019
This Note amends and restates the Convertible Promissory Note, dated as of April
20, 2017 (the "Original Note"), by the Obligor (as hereinafter defined) in favor
of the Holder (as hereinafter defined). This Note is not being given by the
Obligor or accepted by the Holder in satisfaction of said indebtedness or as a
novation with respect thereto. The undersigned, FTE Networks, Inc., a Nevada
corporation (the "Obligor"), hereby promises to pay to Fred Sacramone, (the
"Holder"), with an address at 34 Haas Road, Basking Ridge, New Jersey 07920,
subject to the terms and conditions set forth herein and in the manner and at
the place hereafter set forth, the principal sum of Four Million One Hundred
Sixty-Six Thousand Six Hundred Sixty-Six and 67/100 Dollars ($4,166,666.67 USD)
(the "Principal Amount"), which such amount shall be paid in accordance
herewith, together with interest accrued thereon, computed at the rate of (i)
five percent (5%) per annum on the outstanding, unpaid Principal Amount hereof,
from April 20, 2017 (the "Effective Date") to and including July 2, 2019 and
(ii) eight percent (8%) per annum on the outstanding, unpaid Principal Amount
hereof, from and after July 2, 2019 until the date such outstanding Principal
Amount has been paid in full, or converted in accordance with the provisions of
this Convertible Promissory Note (as the same may be amended, supplemented,
restated or otherwise modified from time to time in accordance with its terms,
this "Note"). The Obligor and the Holder are sometimes hereinafter collectively
called the "Parties" and each individually called a "Party". The "Obligations"
include the outstanding Principal Amount, together with any accrued and unpaid
interest thereon and all fees, costs and expenses owed to the Holder under this
Note, whether incurred before or