Exhibit 10.3


 





 


December 2, 2016


 


CONFIDENTIAL


 


Mr. Hal Turner


Executive Chairman


Pareteum Corporation


100 Park Avenue


New York, NY 10017


United States


 


Re: Consulting Services


 


Mr. Turner,


 


The purpose of this
engagement letter is to outline our agreement pursuant to which Dawson James Securities, lnc. ("Dawson") will
provide consulting services to Pareteum Corporation (the "Company") The consulting services will consist of
providing assistance in developing, communicating and gaining acceptance from investors introduced to the Company by Dawson
(the "Investors") of certain amendments to the convertible note and preferred securities previously issued by the
Company to such Investors (the "Amendment").


 


The terms of our agreement
in principle are as follows:


 


1.           Advisory
Services.  The Company hereby engages Dawson, for the period beginning on the date hereof and ending on December 31, 2016,
unless extended by mutual agreement of the parties hereto (the "Engagement Period").


 


2.           Fee's
and Expenses. During the Engagement Period, the Company will pay to Dawson an amount equal
to 8% of the principal amount of convertible notes which convert into TEUM equity pursuant to the Amendment on or before December
31, 2016, which amount shall be payable in shares of the Company's common stock at a price of $0.15 per share. The Company agrees
to reimburse any travel and out of pocket expenses incurred during the term of this agreement,
provided however that prior approval is required on any expenses exceeding $5,000.00 Additionally, Dawson will receive 8% cashless
warrants to acquire such securities of the Company similar to that offered to the Series A and Series A-1 preferred shareholders.
The securities paid to Dawson James under this agreement will have piggyback registration rights.


 


3.           Information.
Dawson shall be subject to the mutually executed Confidentiality Agreement by and between
Dawson and the Company dated August 19, 2015.


 


(a)          Indemnification.
In connection with the services contemplated in this Agreement, the Company agrees to indemnify and
hold harmless Dawson, its affiliates and each person controlling Dawson (within the meaning of Section 15 of the Securities Act),
and the directors, officers, agents and employees of Dawson, its affiliates and each such controlling person (Dawson, and
each such entity or person hereafter is referred to as an ("Indemnified Person") from and against any losses,
claims, damages, judgments, assessments, costs and other liabilities (collectively, the "Liabilities"),
and shall reimburse each Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel
for the Indemnified Persons) (collectively, the "Expenses") and agrees to advance payment of such Expenses
as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions, whether or not any
Indemnified Person is a party thereto, arising out of any services provided hereunder. The Company also agrees to advance and to
reimburse each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement
of his or its rights under this Section 3.


 


	1 North Federal Highway • Suite 500 • Boca Raton, FL  33432 • Toll Free 866.928.0928 • Main 561.391.5555 • Fax 561.391.5757 • www.dawsonjames.com
	 	Member FINRA/SIPC


 




     


     


    

 


(b)          Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified
Person with respect to which indemnity may reasonably be expected to
be sought under this Section 3, such Indemnified Person shall promptly notify the Company in writing; provided that failure
by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability which the Company
may have on account of this Section 3 or otherwise to such Indemnified Person. The Company shall, if requested by Dawson, assume
the defense of any such action (including the employment of counsel designated by Dawson and reasonably satisfactory to the Company).
Any Indemnified Person shall have the right to employ separate counsel in any such action and participate in the defense thereof,
provided that the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless: (i) the Company
has failed, in a timely manner, to assume the defense and employ separate counsel designated by Dawson for the benefit of Dawson
and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of Company's counsel
that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel designated by Dawson
and engaged by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and
any other person represented or proposed to be represented by such counsel. The Company shall not be liable for any settlement
of any action effected without its written consent (which shall not be unreasonably withheld). In addition, the Company shall not,
without the prior written consent (which consent shall not be unreasonably withheld) of Dawson, settle, compromise or consent to
the entry of any judgment in or otherwise seek to terminate any pending or threatened action in
respect of which advancement, reimbursement, indemnification or contribution may be sought
hereunder (whether or not such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination
(i) includes an unconditional release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising
out of such action for which indemnification or contribution may be sought hereunder and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement,
indemnification and contribution obligations of the Company required hereby shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as every Liability and Expense is incurred and is due and payable, and in such
amounts as fully satisfy each and every Liability and Expense as it is incurred (and in no event later than 30 days following the
date of any invoice therefore).


 


(c)          Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable
to an Indemnified Person, the Company shall contribute to the Liabilities and Expenses paid or payable by such Indemnified Person
in such proportion as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to Dawson and any
other Indemnified Person, on the other hand, of the matters contemplated by this Section 3 or (ii) if the allocation provided
by the immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative
fault of the Company, on the one hand, and that of Dawson and any other Indemnified Person, on the other hand, in connection with
the matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that
in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate,
are not liable for any Liabilities and Expenses in excess of the amount of fees actually received by Dawson pursuant to this engagement
letter.


 


(d)          Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect,
in contract or tort or otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any
Indemnified Person pursuant to this engagement letter, the transactions contemplated thereby or any Indemnified Person's actions
or inactions in connection with any such advice, services or transactions, except to the extent that a court of competent jurisdiction
has made a finding that Liabilities (and related Expenses) of the Company have resulted exclusively from such Indemnified Person's
gross negligence or willful misconduct in connection with any such advice, actions, inactions or services.


 




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4.          Governing
Law; Venue. This engagement letter will be deemed to
have been made and delivered in the State of Florida and the provisions of this agreement and the transactions contemplated
hereby will be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of
the State of Florida, without regard to the conflict of laws principles thereof. Each of Dawson and the Company: (i) agrees that
any legal suit, action or proceeding arising out of or relating to this engagement letter and/or the transactions contemplated
hereby will be instituted exclusively in the courts located in the county of Palm Beach, Florida (ii) waives any objection which
it may have or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction
of the courts located in the county of Palm Beach, Florida, in any such suit, action or proceeding. Each of Dawson and the Company
further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding
in such courts and agrees that service of process upon the Company mailed by certified mail to the Company's address will be deemed
in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process
upon Dawson mailed by certified mail to Dawson's address will be deemed in every respect effective service process upon Dawson,
in any such suit, action or proceeding. Notwithstanding any provision of this engagement letter to the contrary, the Company agrees
that neither Dawson nor its affiliates, and the respective officers, directors, employees, agents and representatives of Dawson,
its affiliates and each other person, if any, controlling Dawson or any of its affiliates, will have any liability (whether direct
or indirect, in contract or tort or otherwise) to the Company for or in connection with the engagement and transaction described
herein except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially
determined to have resulted from the bad faith or gross negligence of such individuals or entities. Dawson will act under this
engagement letter as an independent contractor with duties to the Company.


 


If
you are in agreement with the foregoing, please sign and return to us one copy of this engagement letter. This engagement
letter may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.


 


	 	Very truly yours,
	 	 
	 	DAWSON JAMES SECURITIES, INC.
	 	 	 	 
	 	By:	/s/ Robert D. Keyser, Jr.
	 	 	Name:	Robert D. Keyser, Jr.
	 	 	Title:	CEO


 


	Accepted and agreed as of	 
	The date first written above:	 
	 	 	 
	PARETEUM CORPORATION	 
	 	 	 	 
	By:	/s/ Hal Turner	 
	 	Name:	Hal Turner	 
	 	Title:	Executive Chairman	 


 




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