Exhibit 10.1


 


SETTLEMENT
AGREEMENT AND MUTUAL RELEASE


 


This
Settlement Agreement and Mutual Release (this "Agreement") is made and entered into effective as of
August 10, 2017, by and among Pareteum Corporation, Inc. located at 100 Park Ave., Suite 1600, New York, NY 10017 ("Pareteum")
and Iron Dome Ventures, LLC of 19103 Centre Rose Blvd., Lutz, FL 33558 (“IDV”), and Steve Gersten,
an individual resident of the State of Florida having the same address as IDV above (“Gersten”). Each
of Pareteum, IDV and Gersten are sometimes referred to as a "Party" and collectively as the "Parties."


 


RECITALS


 


A.           The
Parties are involved in a dispute regarding consulting work done by IDV and its principal Gersten on behalf of Pareteum pursuant
to an Agreement dated March 22, 2017, whether or not amended verbally or otherwise, (the “IDV Agreement”)
(the foregoing being collective referred to as the "Dispute").


 


B.           The
Parties desire to forever and completely resolve the claims between them, protect the confidentiality of the Dispute and this Agreement,
and accordingly are entering into this Agreement.


 


C.           The
Parties hereto believe it is in each of their best interests to enter into this Agreement.


 


NOW,
THEREFORE, FOR AND IN CONSIDERATION of the promises, covenants, payments and conditions contained in this Agreement, and other
good and valuable consideration, the receipt, adequacy and sufficiency of which consideration is hereby acknowledged, the Parties
hereby agree, covenant and represent as follows:


 


1.            Termination;
Settlement Payment and Warrants.


 


(a)          For
the avoidance of doubt the Parties acknowledge and agree that the IDV Agreement is terminated and of no further force or effect.
In addition to the foregoing, and without limitation thereof, any and all prior agreements, whether oral or written between Pareteum
(including, without limitation, any current and/or former officers, directors, employees and/or agents) and Gersten are hereby
terminated and of no further force or effect.


 


(b)          Pareteum
will pay to IDV the total sum of Forty Thousand and No/100 Dollars ($40,000.00), by wire to the bank account nominated by IDV,
in accordance with the wire instructions provided in Schedule A hereto, which amounts will be paid in five (5) equal installments
of $8,000.00 each, commencing on or about August 10, 2017, and continuing thereafter on the first of each calendar month until
paid in full; provided, however, that if the due date for any payment falls on a Saturday, Sunday, or national holiday, the payment
shall be due the next regular business day thereafter (as applicable). IDV shall be solely responsible for reporting any and all
taxes associated with the foregoing payments. Should the Company fail to make any of the above-referenced fees or payments when
due, and such payment(s) remain unpaid following five (5) business days following written notice of non-payment by Consultant to
the Company, (i) all then-unpaid amounts above shall accelerate and immediately become due and payable; and (ii) Consultant shall
be entitled to recover his reasonable attorney’s fees and litigation costs to enforce the Company’s payment obligations,
as provided above.


 


(c)          Pareteum
shall cause to be issued to Consultant a warrant substantially in the form attached hereto as Exhibit A, for the
purchase of 30,000 shares of the Company’s common stock at the exercise price of $2.50 per share with a three (3) year period
to exercise from the date of issue (the “Warrant”), to replace the earlier 10,000 share warrant under
the IDV Agreement.


 




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2.            Release
of Pareteum Parties. Except for its express contractual rights and benefits created in this Agreement, IDV and its subsidiaries,
individually and on behalf of each of its predecessors-in-interest, successors-in-interest, heirs, assigns, affiliates, partners,
agents and legal representatives, together with Gersten, his heirs, assigns, affiliates, partners, agents and legal representatives
(collectively, the "IDV Parties"), effective immediately upon the execution of this Agreement and receipt
of the settlement payment described in Paragraph 1 herein, hereby fully releases, acquits, remises and forever discharges Pareteum
and each of its legal representatives, successors, agents, assigns, officers, directors, stockholders, attorneys, insurance carriers,
employees, affiliates, affiliated entities, subsidiaries and partners, whether current or former (collectively, the "Pareteum
Parties"), from and against any and all claims, demands, suits, debts, dues, contracts, accounts, agreements, promises,
damages, losses, expenses, interest, attorney's fees and causes of action of whatever kind or nature, including all unknown, unforeseen,
unanticipated and unsuspected claims or causes of action and the consequences thereof, as well as those now disclosed and known
to exist, whether asserted or not asserted, from the beginning of time through and including the date of this Agreement.


 


3.            Release
of IDV Parties. Except for its express contractual rights and benefits created in this Agreement, Pareteum and its subsidiaries,
individually and collectively on behalf of all the Pareteum Parties, effective immediately upon the execution of this Agreement
and receipt of the settlement payment described in Paragraph 1, hereby releases and forever discharges each of the IDV Parties
from any and all claims, demands, suits, debts, dues, contracts, accounts, agreements, promises, damages, losses, expenses, interest,
attorney's fees and causes of action of whatever kind or nature, including all unknown, unforeseen, unanticipated and unsuspected
claims or causes of action and the consequences thereof, as well as those now disclosed and known to exist, whether asserted or
not asserted.


 


4.            No
Admission of Liability or Fault. It is expressly understood and agreed by the Parties that the terms of this Agreement
are contractual and not merely recitals, and that the agreements contained herein and the consideration transferred is not to be
construed as an admission of liability or fault, with regard to the Dispute or otherwise, but such consideration is a compromise,
settlement, accord and satisfaction, and discharge of all loss, damages, claims, actions, causes of action, suits and liability,
together with potential claims and/or causes of action, which are each and all uncertain, doubtful and disputed.


 


5.            Confidentiality;
Non-Disparagement. The Parties agree that the terms of this Agreement are to be held in the strictest confidence. No Party
shall, in any form or fashion, disclose the existence or terms of this Agreement, with the exception that Pareteum may disclose
the existence or terms of this Agreement to its independent certifying accountant or in its regulatory filings with the Securities
and Exchange Commission. IDV and Gersten each agree that neither shall engage in any conduct, make any statements (whether oral,
written or in any other form of electronic media) or take any action, written or oral, that will, disparage or otherwise reflect
negatively or harm the business interests or reputation of Pareteum. Pareteum agrees that it will not engage in any conduct, make
any statements or take any action, written or oral, that will reflect negatively on or harm the business interests or reputation
of IDV. Notwithstanding the foregoing, in the event a Party breaches its obligations under this Paragraph 5, this Agreement may
be used as evidence in any subsequent proceeding or other action taken or pursued by a Party seeking relief for any such breach
of this Agreement.


 


6.            Full
Release; Owner of Released Claims; No Release of Breach. It is understood and agreed that this is a full and final release
made to fully and finally compromise any and all claims of every nature and kind whatsoever which have been or could have been
brought by any of the Parties to this Agreement with respect to the other Parties to this Agreement. The Parties hereto covenant,
warrant and represent that they are the owners of all the claims, interests and/or causes of action that are the subject matter
of this Agreement, all of which are released herein, and that they have not assigned, transferred, sold or encumbered any claims,
interests and/or causes of action to be released by this Agreement to any third party. This Agreement shall not limit the Parties
from filing an action for the purpose of enforcing its rights under this Agreement. The Parties specifically reserve and do not
release any claims arising from the performance, enforcement or breach of this Agreement.


 






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7.            Representations
and Warranties. Each of the persons whose signature appears on the signature pages to this Agreement hereby warrant and
represent that he has the authority to enter into and execute this Agreement to be fully binding on behalf of the Party for whom
that signatory acts. Each Party further represents, warrants and agrees as follows:


 


(a)          such
Party has received independent legal advice from his or its respective attorneys with respect to his or its rights and asserted
rights arising out of the matters in controversy and with respect to the advisability of executing this Agreement;


 


(b)          such
Party has made such investigation of all matters pertaining to this Agreement as he or it deems necessary, and except as provided
herein does not rely on any other statement, promise or representation by any other Party hereto with respect to such matter;


 


(c)          such
Party has read and fully understand this Agreement and he or it is voluntarily entering into this Agreement of his or its own free
will; and


 


(d)          such
Party has full power and authority to execute, deliver and perform this Agreement, and the execution, delivery and performance
of this Agreement and any related documents have been duly and validly authorized by all necessary actions.


 


8.           Attorney's
Fees. In any action arising out of the interpretation of this Agreement or the enforcement of the obligations contained
herein, or with respect to this Agreement and the claims settled hereby, each Party shall be responsible for its own attorney's
fees and costs.


 


9.            Integration.
The Parties acknowledge that this Agreement sets forth the entire agreement and understanding between the Parties with respect
to the subject matter hereof and merges and supersedes all prior discussions, representations, agreements, contracts, memoranda
and understandings with respect to the subject matter. The Parties acknowledge that any and all agreements between them are hereby
cancelled and the Parties shall have no further obligations to the other. There are no other agreements, written or oral, expressed
or implied, between the Parties, nor any promise or inducement, except as set forth in this Agreement.


 


10.         Severability.
If any court of competent jurisdiction concludes that any part, term or provision of this Agreement is illegal, unenforceable or
in conflict with any state, federal or any other applicable law, it is the Parties' intentions that balance of the Agreement be
valid, enforceable and shall be affected thereby.


 


11.         Document
Preparation. This Agreement shall not be construed against the Party preparing it, and shall be construed as if all Parties
jointly prepared this Agreement, and this Agreement shall be deemed the Parties' joint work product. Any uncertainty or ambiguity
shall not be interpreted or construed against any one Party. As a result of the foregoing, any rule of construction that a document
is to be construed against the drafter shall not apply.


 






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12.         Notices.
Any and all notices required under this Agreement shall be deemed delivered on the date of delivery (as evidenced by written receipt)
by nationally recognized courier to each of the Parties as noted below:


 


i.             If
to IDV:


 


19103 Centre
Rose Blvd.


Lutz, FL
33558


 


ii.           If
to Gersten:


 


At the same
address as for IDV above.


 


iii.          If
to Pareteum:


 


Pareteum
Corporation


Ted O'Donnell,
CFO


100 Park
Avenue, Suite 1600


New York,
NY 10017


 


13.         Governing
Law. This Agreement shall be construed, enforced and administered in accordance with the laws of the State of New York
and each party hereby irrevocably submits to the exclusive personal and subject matter jurisdiction of the State and Federal Courts
situated in the Borough of Manhattan, New York, New York for the resolution of any and all disputes arising pursuant to this agreement
without regard to any principles of conflicts of laws.


 


14.         Counterparts
and Facsimile or Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed equally
authentic. This Agreement will be deemed effective when one or more counterparts have been signed by all Parties. Facsimile or
electronic copies of signatures shall be deemed originals and shall be given the same force and effect.


 


15.         Binding
Effect. This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective successors,
heirs, personal representatives and assigns, including without limitation the IDV Parties (as to IDV and Gersten) and the Pareteum
Parties (as to Pareteum).


 


16.         Further
Assurances. Each of the Parties agrees to take all actions and execute and deliver all documents as may be reasonably necessary
to effectuate the purposes of this Agreement.


 


17.         Representation
of Nonassignment. The Parties represent they have not assigned their interests, either in whole or in part, of any
of the rights they are relinquishing or waiving under this Agreement. No Party shall be permitted to assign this Agreement.


 


18.         Amendment
and Modification. Subject to applicable law, this Agreement may be amended, modified, or supplemented only by a written
agreement signed by the Parties.


 


19.         Titles
and Captions. All Paragraph titles or captions contained in this Agreement are for convenience only and shall not be deemed
part of the context nor effect the interpretation of this Agreement.


 


20.         Full
Understanding. Each Party read, or has had read to it, the contents hereof. Further, all the terms and provisions
hereof are contractual and not a mere recital.


 


[Signature
page to follow] 


 




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IN WITNESS
WHEREOF and by their signatures below, each of the Parties agree to be bound by the terms and conditions of this Agreement:


 





	Pareteum Corporation:	 
	 	 
	/s/ Alexander Korff	 
	Name: Alexander Korff	 
	Title: General Counsel	 
	 	 
	Date:	August 10,2017	 
	 	 
	Iron Dome Ventures, LLC:	 
	 	 
	Name:	SteveN Gersten	 
	Title:	PRESIDENT	 
	 	 
	Date:	August 28, 2017	 
	 	 
	Steve Gersten, Individually:	 
	 	 
	/s/ Steve Gersten	 
	Steve Gersten, Individually	 
	 	 
	Date: 	8/4/17	 







  




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SCHEDULE A 


  


Wire Instructions:


 


[INSERT IDV
WIRE INSTRUCTIONS]


 




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EXHIBIT “A”


 


(FORM OF WARRANT)


 


NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES
MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT, OR (B) AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


 


PARETEUM
CORPORATION


 


WARRANT
TO PURCHASE COMMON STOCK


 


	Warrant No. [XXX]	Original Issue Date: _______, 2017


 


Pareteum Corp., a Delaware corporation
(the “Company”), hereby certifies that, for value received, [NAME]
or his permitted registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of
[NUMBER] shares of common stock, $0.00001 par value per share (the “Common
Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant
Shares”) at an exercise price per share equal to [$PRICE] per share (post-split,
as adjusted from time to time as provided in Section 9 herein, the “Exercise Price”), at any time and
from time to time on or after the date that is six months from the date hereof (the “Trigger Date”) and through
and including 5:30 P.M., New York City time, on August __, 2018 (the “Expiration Date”)


 


This Warrant (this “Warrant”)
is subject to the following terms and conditions:


 


1.            [Intentionally
Omitted.]


 


2.            Registration
of Warrant. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any registered
assignee to which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, absent actual notice to the contrary.


 


3.            Registration
of Transfers. Subject to compliance with all applicable securities laws, the Company shall register the transfer of all or any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule
2 hereto duly completed and signed, to the Company’s transfer agent or to the Company at its address specified in the Convertible
Note and (x) delivery, at the request of the Company, of an opinion of counsel reasonably satisfactory to the Company to the effect
that the transfer of such portion of this Warrant may be made pursuant to an available exemption from the registration requirements
of the Securities Act and all applicable state securities or blue sky laws and (y) delivery by the transferee of a written statement
to the Company certifying that the transferee is an “accredited investor” as defined in Rule 501(a) under the Securities
Act and making such representations and warranties set forth in Section 6 of the Convertible Note, to the Company at its address
specified in the Convertible Note. Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially
the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance
by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.
The Company shall prepare, issue and deliver at its own expense any New Warrant under this Section 3.


 




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4.            Exercise
and Duration of Warrant.


 


(a)          All
or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by Section 10 of this Warrant
at any time and from time to time on or after the Trigger Date and through and including 5:30 P.M. New York City time, on the Expiration
Date. At 5:30 P.M., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be
and become void and of no value and this Warrant shall be terminated and no longer outstanding.


 


(b)          The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto
(the “Exercise Notice”), completed and duly signed, and (ii) payment of the Exercise Price for the number of
Warrant Shares as to which this Warrant is being exercised, and the date such items are delivered to the Company (as determined
in accordance with the notice provisions hereof) is an “Exercise Date.” The delivery by (or on behalf of) the
Holder of the Exercise Notice and the applicable Exercise Price as provided above shall constitute the Holder’s certification
to the Company that its representations and warranties set forth in Section 6 of the Convertible Note are true and correct as of
the Exercise Date as if remade in their entirety (or, in the case of any transferee Holder that is not a party to the Convertible
Notes, such transferee Holder’s certification to the Company that such representations are true and correct as to such assignee
Holder as of the Exercise Date). The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and
issuance of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares.


 


(c)          Mandatory
Conversion. The Holder shall be obligated to exercise the warrant once the share price of the Company’s Common Stock trades
on the Principal Market at $_____ for five (5) consecutive Trading Days. The Holder shall have one (1) month from the fifth (5th)
Trading Day to effect such conversion.


 


For purposes of this Warrant, “Principal Market”
means the NYSE MKT, LLC.


 


For purposes of this Warrant,
“Trading Day” means any day on which the Common Stock is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market
on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common
Stock is schedule to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from
trading during the final hour of trading on such exchange or market (of if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending 4:00 p.m., New York Time).


 




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5.            Delivery
of Warrant Shares. Upon exercise of this Warrant, the Company shall promptly (but in no event later than three Trading Days after
the Exercise Date) issue or cause to be issued and cause to be delivered to or upon the written order of the Holder, (i) a certificate
for the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic delivery of the Warrant
Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a similar organization, unless
in the case of clause (i) and (ii) a registration statement covering the resale of the Warrant Shares and naming the Holder as
a selling stockholder thereunder is not then effective or the Warrant Shares are not freely transferable without volume restrictions
pursuant to Rule 144 under the Securities Act, in which case such Holder shall receive a certificate for the Warrant Shares issuable
upon such exercise with appropriate restrictive legends. The Holder, or any Person permissibly so designated by the Holder to receive
Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date. If the Warrant
Shares are to be issued free of all restrictive legends, the Company shall, upon the written request of the Holder, use its reasonable
best efforts to deliver, or cause to be delivered, Warrant Shares hereunder electronically through The Depository Trust Company
or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will
not be required to, change its transfer agent if its current transfer agent cannot deliver Warrant Shares electronically through
such a clearing corporation.


 


For purposes of this Warrant, “Person”
means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company,
joint venture, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.


 


6.            Charges,
Taxes and Expenses. Issuance and delivery of certificates for shares of Common Stock upon exercise of this Warrant shall be made
without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of
the issuance of such certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of
any certificates for Warrant Shares or the Warrant in a name other than that of the Holder or an Affiliate thereof. The Holder
shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.


 


7.            Replacement
of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange
and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case,
a customary and reasonable indemnity and surety bond, if requested by the Company. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver
such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the New Warrant.


 


8.            Reservation
of Warrant Shares. The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized
but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise
of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise
of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking
into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly
authorized, issued and fully paid and nonassessable. The Company will take all such action as may be reasonably necessary to assure
that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or of
any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed.


 




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9.            Certain
Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 9.


 


(a)          Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock, (ii) subdivides its
outstanding shares of Common Stock into a larger number of shares, or (iii) combines its outstanding shares of Common Stock into
a smaller number of shares, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph
shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend
or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately after
the effective date of such subdivision or combination.


 


(b)          Pro
Rata Distributions. If the Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for
no consideration (i) evidences of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the
preceding paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other asset (in each case,
“Distributed Property”), then, upon any exercise of this Warrant that occurs after the record date fixed for
determination of stockholders entitled to receive such distribution, the Holder shall be entitled to receive, in addition to the
Warrant Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such Holder would have been
entitled to receive in respect of such number of Warrant Shares had the Holder been the record holder of such Warrant Shares immediately
prior to such record date without regard to any limitation on exercise contained therein.


 


(c)          Number
of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to paragraph (a) of this Section 9, the number
of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased number of Warrant Shares shall
be the same as the aggregate Exercise Price in effect immediately prior to such adjustment.


 


10.          Payment
of Exercise Price. The Holder shall pay the Exercise Price in immediately available funds. 


 


11.          No
Fractional Shares. No fractional Warrant Shares will be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares that would, otherwise be issuable, the number of Warrant Shares to be issued shall be rounded down to the next
whole number and the Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for any such
fractional shares.


 


12.           Notices.
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall
be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile number specified in the Convertible Note prior to 5:30 P.M., New York City time, on
a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in the Convertible Note on a day that is not a Trading Day or later than 5:30 P.M., New York
City time, on any Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight
courier service specifying next business day delivery, or (iv) upon actual receipt by the party to whom such notice is required
to be given, if by hand delivery. The address and facsimile number of a party for such notices or communications shall be as set
forth in the Convertible Note unless changed by such party by two (2) Trading Days’ prior notice to the other party in accordance
with this Section 12.


 


13.          Warrant
Agent. The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company
may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation
resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be
a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice
of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last
address as shown on the Warrant Register.


 




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		14.	Miscellaneous.



 


(a)          No
Rights as a Stockholder. The Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled
to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained
in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any
of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant
Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this
Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant
or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.


 


(b)          Successors
and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may
not be assigned by the Company without the written consent of the Holder. This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to the preceding sentence, nothing in this Warrant shall
be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action
under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns.


 


(c)          Amendment
and Waiver. Except as otherwise provided herein, the provisions of the Warrant may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written
consent of the Holder of this Warrant.


 


(d)          Acceptance.
Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained
herein.


 


(e)          Governing
Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE
GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING
IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH
ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),
AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY
SUBJECT TO THE JURISDICTION OF ANY SUCH COURT. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO
PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT
DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE CONVERTIBLE NOTE AND AGREES
THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE
DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH PARTY HEREBY WAIVES ALL RIGHTS TO A
TRIAL BY JURY.


 




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(d)          Headings.
The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect
any of the provisions hereof.


 


(e)          Severability.
In case any one or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability
of the remaining terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the parties will
attempt in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor,
and upon so agreeing, shall incorporate such substitute provision in this Warrant.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK, SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, the Company
has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


PARETEUM
CORPORATION 


 


By:


Name:


Title: 


 




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SCHEDULE 1 (to
Form of Warrant)


FORM OF EXERCISE NOTICE


 


(To be executed by the Holder
to purchase shares of Common Stock under the foregoing Warrant)


 


Ladies and Gentlemen:


 


(1)           The
undersigned is the Holder of Warrant No.           (the
“Warrant”) issued by Pareteum Corp., a Delaware corporation (the “Company”). Capitalized terms used
herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2)           The
undersigned hereby exercises its right to purchase                               Warrant Shares pursuant to the Warrant.


 


(3)           The
Holder shall pay the sum of $                             in immediately available funds to the Company in accordance with the terms of the Warrant.


 


(4)           Pursuant
to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares determined in accordance with the terms of the
Warrant.


 


Dated:                                        ,


 


Name of Holder:                                                                 


 


By:                                                                                 


Name:                                                                            


Title:                                                                              


(Signature must conform in all respects to name of Holder
as specified on the face of the Warrant)


 




    	14



     


    

 


SCHEDULE 2 (to Form of Warrant)


Pareteum Corp.


 


FORM OF ASSIGNMENT


 


[To be completed and signed only
upon transfer of Warrant]


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________ (the “Transferee”) the
right represented by the within Warrant to purchase                                 
shares of Common Stock of Pareteum Corp. (the “Company”) to which the within Warrant relates and appoints                                                                   
attorney to transfer said right on the books of the Company with full power of substitution in the premises. In connection
therewith, the undersigned represents, warrants, covenants and agrees to and with the Company that:


 


		(a)	the
offer and sale of the Warrant contemplated hereby is being made in compliance with Section 4(1) of the United States Securities
Act of 1933, as amended (the “Securities Act”) or another valid exemption from the registration requirements of Section
5 of the Securities Act and in compliance with all applicable securities laws of the states of the United States;



 


		(b)	the
undersigned has not offered to sell the Warrant by any form of general solicitation or general advertising, including, but not
limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, and any seminar or meeting whose attendees have been invited by any general solicitation or
general advertising;



 


		(c)	the
undersigned has read the Transferee’s investment letter included herewith, and to its actual knowledge, the statements made
therein are true and correct; and



 


		(d)	the
undersigned understands that the Company may condition the transfer of the Warrant contemplated hereby upon the delivery to the
Company by the undersigned or the Transferee, as the case may be, of a written opinion of counsel (which opinion shall be in form,
substance and scope customary for opinions of counsel in comparable transactions) to the effect that such transfer may be made
without registration under the Securities Act and under applicable securities laws of the states of the United States.



 


	Dated:                       ,          

                                                                                 

	(Signature must conform in all respects to name of 
 holder as specified on the face of the Warrant)
                                                                                 

                                                                                         

	Address of Transferee

                                                                                 

	 
	In the presence of:


 


________________________________


 


Settlement Agreement


 




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