Stock Purchase Agreement

On March 9, 2017, the Company, entered into a Stock Purchase Agreement (the “Purchase Agreement”) with (i) Benchmark, and (ii) each of Benchmark’s stockholders. On April 20, 2017 (the “Closing Date”), FTE Networks, Inc. (“FTE Networks”) acquired all of the issued and outstanding shares of common stock (the “Benchmark Shares”) of Benchmark Builders, Inc., a privately held New York corporation (“Benchmark”) from each of its stockholders (collectively, the “Sellers”), pursuant to the Stock Purchase Agreement, dated as of March 9, 2017, by and among FTE Networks, Benchmark, and the Sellers (the “Purchase Agreement”), as amended by Amendment No. 1 to Stock Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement Amendment” and together with the Purchase Agreement, the “Amended Purchase Agreement”). FTE Networks, Benchmark, and the Sellers, entered into the Purchase Agreement Amendment in order to address certain changes in the purchase price as set forth in the Purchase Agreement. As described in FTE Networks’ Current Report on Form 8-K filed with filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2017, the Purchase Agreement provided that the consideration to the Sellers for the Benchmark Shares would consist of (i) $55,000,000 in cash consideration, (ii) an aggregate of 17,825,350 shares of the Company’s common stock, and (iii) promissory notes in the aggregate amount of $10,000,000 to the Sellers. The Purchase Agreement Amendment has, inter alia, modified the purchase price set forth in the Purchase Agreement to consist of (i) cash consideration of approximately $17,250,000, subject to certain prospective working capital adjustments (the “Cash Consideration”),approximately $10 million cash provided by Lateral and $7 million provided by certain of the sellers, (ii) 26,738,445 shares of FTE Networks’ common stock (the “FTE Shares”), (iii) convertible promissory notes in the aggregate principal amount of $12,500,000 to certain stockholders of Benchmark (the “Series A Notes”, which mature on April 20, 2019), (iv) promissory notes in the aggregate principal amount of $30,000,000 to certain stockholders of Benchmark (the “Series B Notes”, which mature on April 20, 2020) and (v) promissory notes in the aggregate principal amount of $7,500,000 to certain stockholders of Benchmark (the “Series C Notes”, which mature on October 20, 2018, and together with the Series A Notes and the Series B Notes, the “Notes”) in the Amended Purchase Agreement. Additionally, Lateral amended its existing credit facility to provide for the approximate $10 million cash and to restructure the existing debt, which now has a maturity date of March 30, 2019.

Common Stock Transactions

On January 12, 2017, the Company issued 20,892 shares of its common stock with a grant date value of $12,535 for settlement of a legal matter.

On January 12, 2017, the Company issued 37,500 shares of its common stock to an individual investor, which resulted in net proceeds to the Company of $15,000.

On January 18, 2017, the Company issued 300,000 shares of its common stock with a grant date value of $123,000 pursuant to a consulting agreement.

On January 19, 2017, the Company issued 100,000 shares of its common stock with a grant date value of $46,000 pursuant to a consulting agreement.

On January 20, 2017, the Company issued 50,000 shares of its common stock with a grant date value of $25,000 pursuant to a consulting agreement.

On February 2, 2017, the Company issued 12,500 shares of its common stock with a grant date value of $5,000 pursuant to a consulting agreement.

On February 7, 2017, the Company issued 70,000 shares of its common stock with a grant date value of $35,000 pursuant to a consulting agreement.

On February 9, 2017, the Company issued 62,500 shares of its common stock with a grant date value of $30,625 to an employee as part of his compensation.

On February 17, 2017, the Company issued 40,000 shares of its common stock with a grant date value of $28,000 pursuant to a consulting agreement.

On February 24, 2017, the Company issued 25,000 shares of its common stock with a grant date value of $12,500 pursuant to a consulting agreement.

On March 1, 2017, the Company issued 50,000 shares of its common stock with a grant date value of $25,000 pursuant to a consulting agreement

On March 3, 2017, the Company issued 6,420,020 shares of its common stock with a grant date value of $6,420 to its senior lender.

On March 7, 2017, the Company issued 83,143 shares of its common stock with a grant date value of $36,583 to settle debt.

On March 7, 2017, the Company issued 6,666 shares of its common stock to an individual investor, resulting in net proceeds to the Company of $4,000.

On March 9, 2017, the Company issued 5,140 shares of its common stock with a grant date value of $2,056 for settlement of debt.

On March 27, 2017, the Company issued 2,983,017 shares of its common stock to various employees with a grant date value of $1,193,207 per their employment agreements.

On March 27, 2017, the Company issued 78,619 shares of its common stock with a grant date value of $32,119 for consulting services.

On March 28, 2017, the Company issued 37,500 shares of its common stock with a grant date value of $19,125 to an employee per his employment agreement.

On April 21, 2017, the Company issued 26,738,445 shares of its common stock with a grant date value of $14,975,935 to certain Benchmark Builders Inc. shareholders in conjunction with the acquisition of Benchmark.