0001493152-19-015414 Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • October 11th, 2019 • FTE Networks, Inc. • Telephone communications (no radiotelephone)

In connection with the transactions contemplated by that certain Proposal For Surrender Of Collateral And Strict Foreclosure (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc. (“FTE”), and certain other parties named therein, from Lateral Juscom Feeder LLC, in order to induce FTE to enter into the Proposal and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as set forth herein.

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AGREEMENT REGARDING DEBT AND SERIES H PREFERRED STOCK
Agreement Regarding Debt and Series H Preferred Stock • October 11th, 2019 • FTE Networks, Inc. • Telephone communications (no radiotelephone) • New York

This Agreement Regarding Debt and Series H Preferred Stock (the “Agreement”), is made as of October 10, 2019, by and among FTE Networks, Inc., a Nevada corporation (the “Company”), Fred Sacramone (“Sacramone”) and Brian McMahon (“McMahon).

PROPOSAL FOR SURRENDER OF COLLATERAL AND STRICT FORECLOSURE
Proposal for Surrender of Collateral and Strict Foreclosure • October 11th, 2019 • FTE Networks, Inc. • Telephone communications (no radiotelephone) • New York

This PROPOSAL FOR SURRENDER OF COLLATERAL AND STRICT FORECLOSURE (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc., a Nevada corporation (“FTE”), and the other Credit Parties listed on the signature page hereto, from Lateral Juscom Feeder LLC, a Delaware limited liability company, as the administrative agent (in such capacity, the “Agent”) under the Credit Agreement referenced below, and the lenders party hereto and their respective successors and assigns.

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 11th, 2019 • FTE Networks, Inc. • Telephone communications (no radiotelephone) • Nevada

This Transition Services Agreement (this “Agreement”), effective as of October 10, 2019 (the “Effective Date”), is made and entered by and between FTE Networks, Inc., a Nevada corporation (together with its successors and assigns, “FTE Networks” or the “Receiving Party”), and Benchmark Builders, LLC, a New York limited liability company (“Benchmark” or “Providing Party” and, together with FTE Networks, individually a “Party” and collectively the “Parties”).

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