12. SUBSEQUENT EVENTS

On October 12, 2016, the Company issued 2,423,687 shares of its common stock with a grant date value of $969,475 for proceeds from an equity raise purchase, resulting in net proceeds to the Company of $848,138.

On October 19, 2016, the Company issued 2,589,312 shares of its common stock with a grant date value of $1,035,725 for proceeds from an equity raise purchase, resulting in net proceeds to the Company of $688,138.

On October 19, 2016, the Company issued 2,000,000 shares of its common stock with a grant date value of $1,040,000 to several employees resulting in incentive compensation expense of the grant date value.

On October 12, 2016, FTE Networks, Inc. (the “Company”) concluded a private placement offering (the “Offering”) of 7,500,000 units (each a “Unit” and collectively, the “Units”). Each Unit consisted of (i) one (1) share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and (ii) a warrant (each, a “Warrant”) to purchase one (1) share of Common Stock, at a price per Unit of $0.40. The minimum investment amount that could be purchased was twenty five thousand (25,000) Units for an aggregate minimum purchase price of $10,000. Each Warrant has an initial exercise price of $0.80 per share, subject to adjustment, and is exercisable following the date of issuance for a period of five (5) years from the date of issuance. In connection with the Offering, the Company entered into a Unit Purchase Agreement (the “Purchase Agreement”), by and among the Company and selected accredited investors (each an “Investor” and collectively, the “Investors”). Laidlaw & Company (UK) Ltd. served as the placement agent in the Offering.

Pursuant to the Purchase Agreement, the Company also entered into a Registration Rights Agreement with the Investors. The Company will be required to file within 45 days of the termination date of the Offering a registration statement registering for resale all shares of Common Stock issued as part of the Units and all of the shares issued under the Warrants.

Each of the Investors is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”), and the securities were sold to it in reliance on the exemption from registration provided by Rule 506 and Section 4(2) of the Act.

The foregoing descriptions of each of the Purchase Agreement, Registration Right Agreement and Warrant do not purport to be complete and are qualified in their entirety by reference to the complete text of the Purchase Agreement, which is filed hereto as Exhibit 10.1, the Registration Rights Agreement, which is filed as Exhibit 10.2, and the Warrant, which is filed as Exhibit 10.3.

The common shares issued as described above were not registered under the Securities Act of 1933, as amended (the “Securities Act”) in reliance upon the exemption from registration provided by Section 4(2) of that Act and Regulation D promulgated thereunder, which exempts transactions by an issuer not involving any public offering. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Certificates representing these securities contain a legend stating the same.