shall remain in full force and effect, except as
otherwise set forth in this Amendment. The parties hereby ratify and confirm the
terms and conditions of the Purchase Agreement, as supplemented and amended by
this Amendment.
15. Recitals. The Recitals above are true and correct and are hereby
incorporated by reference.
16. Counterparts. This Amendment may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument, and will be effective when counterparts
have been signed by the Buyer, the Sellers and the Company and delivered to the
Buyer, the Sellers and the Company. A manual signature on this Amendment, an
image of which shall have been transmitted electronically, will constitute an
original signature for all purposes. The delivery of copies of this Amendment,
including executed signature pages where required, by electronic transmission
will constitute effective delivery of this Amendment.
** Signature Page Follows **
5
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly
executed on its behalf as of the Amendment Effective Date.
THE BUYER:
FTE NETWORKS, INC.
By:
Name: Michael Palleschi
Title: Chief Executive Officer
THE COMPANY:
BENCHMARK BUILDERS,
INC.
By:
Name:
Title:
THE SELLERS:
By:
Name: Brian McMahon
By:
Name: Fred Sacramone
By:
Name:
William Reynolds
By:
Name: Irena Spyt
By:
Name: Blaine
Henn
By:
Name: Richard Prevost
ATTACHMENT 1
ATTACHMENT 1 - SERIES A NOTE/EXHIBIT A
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AND
INTERCREDITOR AGREEMENT (THE "SUBORDINATION AGREEMENT") DATED AS OF APRIL 20,
2017 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
CREDIT AGREEMENT DATED AS OF OCTOBER 28, 2015 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.
CONVERTIBLE PROMISSORY NOTE
$[____________] April __, 2017
The undersigned, FTE Networks, Inc., a Nevada corporation (the "Obligor"),
hereby promises to pay to [____________], (the "Holder"), with an address at
[_______________________], subject to the terms and conditions set forth herein
and in the manner and at the place hereafter set forth, the principal sum of
[____________] Dollars ($[____________] USD) (the "Principal Amount"), which
such amount shall be