Exhibit 10.3


 


THE SECURITIES REPRESENTED BY THIS WARRANT,
AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS. 


 


FORM OF WARRANT


 


PARETEUM
CORPORATION


 


Warrant
To Purchase Common Stock


 


Warrant No.: 1


Number of Shares of Common Stock: 15,000,000


Date of Issuance: June 8, 2020 (“Issuance Date”)


 


Pareteum Corporation,
a company organized under the laws of Delaware (the “Company”), hereby certifies that, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, HT
Investments SA LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject
to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time
or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date, (as defined below), fifteen
million (15,000,000) fully paid non-assessable shares of Common Stock (as defined below), subject to adjustment as provided herein
(the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common
Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, this “Warrant”),
shall have the meanings set forth in Section 18. This Warrant is issued pursuant to that certain Securities Purchase Agreement,
dated as of June 8, 2020 by and between the Company and the Holder.


 


1.          
EXERCISE OF WARRANT.


 


(a)     
Mechanics of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations
set forth in Section 1(f)), this Warrant may be exercised by the Holder at any time or times on or after the Issuance Date, in
whole or in part, by delivery (whether via facsimile, electronic mail or otherwise) of a written notice, in the form attached hereto
as Exhibit A (the “Exercise Notice”), of the Holder's election to exercise this Warrant. Within one (1)
Trading Day following the delivery of the Exercise Notice, the Holder shall make payment to the Company of an amount equal to the
Exercise Price in effect on the date of such exercise multiplied by the number of Warrant Shares as to which this Warrant is being
exercised (the “Aggregate Exercise Price”) in cash by wire transfer of immediately available funds or, if the
provisions of Section 1(d) are applicable, by notifying the Company that this Warrant is being exercised pursuant to a Cashless
Exercise (as defined in Section 1(d)). The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder, nor shall any ink-original signature or medallion guarantee (or other type of guarantee or notarization) with respect
to any Exercise Notice be required. Execution and delivery of the Exercise Notice with respect to less than all of the Warrant
Shares 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 and the Holder shall not be required to physically surrender this Warrant to the
Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full,
in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date
on which the final Exercise Notice is delivered to the Company. On or before the first (1st) Trading Day following the
date on which the Holder has delivered the applicable Exercise Notice, the Company shall transmit by facsimile or electronic mail
an acknowledgment of confirmation of receipt of the Exercise Notice, in the form attached to the Exercise Notice, to the Holder
and the Company's transfer agent (the “Transfer Agent”). So long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise, if applicable) on or prior to the first (1st) Trading Day following the date
on which the Exercise Notice has been delivered (or deemed to have been delivered) to the Company, then on or prior to the earlier
of (i) the second (2nd) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period, in
each case following the date on which the Exercise Notice has been delivered (or deemed to have been delivered) to the Company,
or, if the Holder does not deliver the Aggregate Exercise Price (or notice of a Cashless Exercise, if applicable) on or prior to
the first (1st) Trading Day following the date on which the Exercise Notice has been delivered (or deemed to have been
delivered) to the Company, then on or prior to the first (1st) Trading Day following the date on which the Aggregate
Exercise Price (or notice of a Cashless Exercise, if applicable) is delivered (such earlier date, or if later, the earliest day
on which the Company is required to deliver Warrant Shares pursuant to this Section 1(a), the “Share Delivery Date”),
the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”)
Fast Automated Securities Transfer Program (“FAST”), credit such aggregate number of Warrant Shares to which
the Holder is entitled pursuant to such exercise to the Holder's or its designee's balance account with DTC through its Deposit
/ Withdrawal At Custodian system, or (Y) if the Transfer Agent is not participating in FAST, issue and dispatch by overnight courier
to the address as specified in the Exercise Notice, a certificate, registered in the name of the Holder or its designee, for the
number of Warrant Shares to which the Holder is entitled pursuant to such exercise. The Company shall be responsible for all fees
and expenses of the Transfer Agent and all fees and expenses with respect to the issuance of Warrant Shares via DTC, if any, including
without limitation for same day processing. Upon delivery (or deemed delivery) of the Exercise Notice, the Holder shall be deemed
for all corporate purposes to have become the holder of record and beneficial owner of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder's DTC account or the date
of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is physically delivered to
the Company in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this
Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall
as soon as practicable and in no event later than three (3) Trading Days after any exercise and at its own expense, issue and deliver
to the Holder (or its designee) a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of
Warrant Shares issuable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to
which this Warrant is exercised. No fractional Warrant Shares are to be issued upon the exercise of this Warrant, but rather the
number of Warrant Shares to be issued shall be rounded to the nearest whole number. The Company shall pay any and all transfer,
stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the Transfer Agent)
which may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, that
the Company shall not be required to pay any tax or governmental charge that may be imposed with respect to any applicable withholding
or the issuance or delivery of the Warrant Shares to any Person other than the Holder, and no such issuance or delivery shall be
made unless and until the Person requesting such issuance has paid to the Company the amount of any such tax, or has established
to the satisfaction of the Company that such tax has been paid. The Company's obligations to issue and deliver Warrant Shares in
accordance with the terms and subject to the conditions hereof are absolute and unconditional, irrespective of any action or inaction
by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against
any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination; provided,
however, that the Company shall not be required to deliver Warrant Shares with respect to an exercise prior to the Holder’s
delivery of the Aggregate Exercise Price (or notice of a Cashless Exercise) with respect to such exercise.


 






     


     


    

 


(b)     
Exercise Price. For purposes of this Warrant, “Exercise Price” means $0.58, subject to adjustment
as provided herein.


 


(c)     
Company's Failure to Timely Deliver Securities.


 


(1)  
If either (I) a Notice Failure occurs or (II) the Company shall fail for any reason or for no reason to issue to the Holder
the Warrant Shares that are the subject of an Exercise Notice (the “Exercise Notice Warrant Shares”) on or prior
to the applicable Share Delivery Date (a Notice Failure together with an event described in clause (II), an “Exercise
Failure”), and if after such date the Holder is required by its broker to purchase (in an open market transaction or
otherwise), or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale
by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within five (5) Trading Days after delivery of the Holder’s written request, (A) pay in cash to the
Holder the amount, if any, by which (x) the Holder’s total purchase price (including reasonable brokerage commissions, if
any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Exercise Notice
Warrant Shares in connection with the exercise at issue by (2) the price at which the sell order giving rise to such purchase obligation
was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant
Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder
the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In
with respect to an attempted exercise of the Warrant with an aggregate sale price giving rise to such purchase obligation of $10,000,
under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall
provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the
Company, written evidence that is reasonably satisfactory to the Company, of the amount of such loss. Nothing herein shall limit
a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares
of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 






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(2)  
As of the Issuance Date of this Warrant, the Company’s current transfer agent participates in FAST. In the event that
the Company changes transfer agents while this Warrant is outstanding, the Company shall use commercially reasonable efforts to
select a transfer agent that participates in FAST. While this Warrant is outstanding, the Company shall use its commercially reasonable
efforts to cause its transfer agent to participate in FAST with respect to this Warrant.


 


(3)  
In addition to the foregoing rights, (i) if the Company fails to deliver the applicable number of Warrant Shares upon an
exercise pursuant to Section 1 by the applicable Share Delivery Date, then the Holder shall have the right to rescind such exercise
in whole or in part and retain and/or have the Company return, as the case may be, any portion of this Warrant that has not been
exercised pursuant to such Exercise Notice; provided that the rescission of an exercise shall not affect the Company’s
obligation to make any payments that have accrued prior to the date of such notice pursuant to this Section 1(c) or otherwise,
and (ii) if a registration statement covering the issuance or resale of the Warrant Shares that are subject to an Exercise Notice
is not available for the issuance or resale, as applicable, of such Exercise Notice Warrant Shares and the Holder has submitted
an Exercise Notice prior to receiving notice of the non-availability of such registration statement and the Company has not already
delivered the Warrant Shares underlying such Exercise Notice electronically without any restrictive legend by crediting such aggregate
number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s
balance account with DTC through its Deposit / Withdrawal At Custodian system, the Holder shall have the option, by delivery of
notice to the Company, to (x) rescind such Exercise Notice in whole or in part and retain or have returned, as the case may be,
any portion of this Warrant that has not been exercised pursuant to such Exercise Notice; provided that the rescission of
an Exercise Notice shall not affect the Company’s obligation to make any payments that have accrued prior to the date of
such notice pursuant to this Section 1(c) or otherwise, and/or (y) switch some or all of such Exercise Notice from a cash exercise
to a Cashless Exercise.


 


(4)  
In addition to the foregoing, if the Company fails for any reason to deliver to the Holder the Warrant Shares subject to
an Exercise Notice by the second (2nd) Trading Day following the Share Delivery Date, the Company shall pay to the Holder,
in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the Weighted
Average Price of the Common Stock on the date of the applicable Exercise Notice), $10 per Trading Day (increasing to $20 per Trading
Day on the fifth (5th) Trading Day after such liquidated damages begin to accrue) for each Trading Day after the Share
Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise.


 






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(d)     
Cashless Exercise. Notwithstanding anything contained herein to the contrary, the Holder may, in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company
upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number”
of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):


 


Net Number
= (A x B) - (A x C)


B


 


For purposes
of the foregoing formula:


 


A= the
total number of shares with respect to which this Warrant is then being exercised.


 


B= as
applicable: (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding the date of the applicable
Exercise Notice if such Exercise Notice is (1) both executed and delivered pursuant to Section 1(a) hereof on a day that is not
a Trading Day or (2) both executed and delivered pursuant to Section 1(a) hereof on a Trading Day prior to the opening of “regular
trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading
Day, (ii) at the option of the Holder, either (y) the Weighted Average Price on the Trading Day immediately preceding the date
of the applicable Exercise Notice or (z) the Bid Price of the Common Stock as of the time of the Holder’s execution of the
applicable Exercise Notice if such Exercise Notice is executed during “regular trading hours” on a Trading Day and
is delivered within two (2) hours thereafter (including until two (2) hours after the close of “regular trading hours”
on a Trading Day) pursuant to Section 1(a) hereof or (iii) the Closing Sale Price of the Common Stock on the date of the applicable
Exercise Notice if the date of such Exercise Notice is a Trading Day and such Exercise Notice is both executed and delivered pursuant
to Section 1(a) hereof after the close of “regular trading hours” on such Trading Day.


 


C= the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 


If Warrant Shares are
issued in such a cashless exercise, the Company acknowledges and agrees that in accordance with Section 3(a)(9) of the Securities
Act of 1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics
of the Warrant being exercised, and the holding period of the Warrant being exercised may be tacked on to the holding period of
the Warrant Shares. The Company agrees not to take any position contrary to this Section 1(d). 
Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receive the
cash payments contemplated pursuant to Sections 1(c) and 4(b), in no event will the Company be required to net cash settle a Warrant
exercise.


 






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(e)   
Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of
the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve
such dispute in accordance with Section 11.


 


(f)    
Holder’s Exercise Limitations


 


(1)  
Beneficial Ownership. Notwithstanding anything to the contrary contained herein, the Company shall not effect the
exercise of any portion of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant
to the terms and conditions of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent
that after giving effect to such exercise, the Holder together with the other Attribution Parties collectively would beneficially
own in excess of 4.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately
after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially
owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and
all other Attribution Parties plus the number of shares of Common Stock issuable upon exercise of this Warrant with respect to
which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable
upon (A) exercise of the remaining, unexercised portion of this Warrant beneficially owned by the Holder or any of the other Attribution
Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including,
without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other
Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f)(1).
For purposes of this Section 1(f)(1), beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities
Exchange Act of 1934, as amended (the “1934 Act”). For purposes of this Warrant, in determining the number of
outstanding shares of Common Stock the Holder may acquire upon the exercise of this Warrant without exceeding the Maximum Percentage,
the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report
on Form 10-K, Quarterly Report on Form 10-Q and Current Reports on Form 8-K or other public filing with the Securities and Exchange
Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any
other written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding (the “Reported
Outstanding Share Number”). If the Company receives an Exercise Notice from the Holder at a time when the actual number
of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall (i) notify the Holder
in writing of the number of shares of Common Stock then outstanding and, to the extent that such Exercise Notice would otherwise
cause the Holder's beneficial ownership, as determined pursuant to this Section 1(f)(1), to exceed the Maximum Percentage, the
Holder must notify the Company of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number
of shares by which such purchase is reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable,
the Company shall return to the Holder any exercise price paid by the Holder for the Reduction Shares. For any reason at any time,
upon the written or oral request of the Holder, the Company shall within one (1) Business Day confirm orally and in writing or
by electronic mail to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including
this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was
reported. In the event that the issuance of Common Stock to the Holder upon exercise of this Warrant results in the Holder and
the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number
of outstanding shares of Common Stock (as determined under Section 13(d) of the 1934 Act), the number of shares so issued by which
the Holder's and the other Attribution Parties' aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess
Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote
or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null
and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares. Upon delivery of
a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage
not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective
until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease
will apply only to the Holder and the other Attribution Parties and not to any other holder of the Warrant that is not an Attribution
Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Warrant in excess
of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any purpose including for purposes of
Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. No prior inability to exercise this Warrant pursuant to this paragraph shall
have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of exercisability.
The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms
of this Section 1(f)(1) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective
or inconsistent with the intended beneficial ownership limitation contained in this Section 1(f)(1) or to make changes or supplements
necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived
and shall apply to a successor holder of this Warrant. The Holder hereby acknowledges and agrees that the Company shall be entitled
to rely on the representations and other information set forth in any Exercise Notice and shall not be required to independently
verify whether any exercise of this Warrant would cause the Holder (together with the other Attribution Parties) to collectively
beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding after giving effect to
such exercise or otherwise trigger the provisions of this Section 1(f)(1).


 






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(2)  
Stock Exchange Limitation. Until the Requisite Stockholder Approval (as defined in the Note) is obtained, in no event
will the number of shares of Common Stock issuable upon exercise of this Warrant, when aggregated with any shares of Common Stock
issuable upon conversion of the Note or otherwise pursuant to the Note, exceed 27,764,100 shares in the aggregate. If any one or
more shares of Common Stock are not delivered upon exercise of this Warrant as a result of the operation of the preceding sentence
(such shares, the “Withheld Shares”), then (1) on the Share Delivery Date for such exercise, the Company will
pay to the Holder cash in an amount equal to the product of (x) the number of such Withheld Shares; and (y) the Weighted Average
Price per share of Common Stock on the applicable date of exercise (or, if such date is not a VWAP Trading Day, the immediately
preceding VWAP Trading Day), minus (z) the Aggregate Exercise Price applicable to such Withheld Shares, unless (I) such Aggregate
Exercise Price has been previously paid or (II) the provisions of Section 1(d) are applicable; (2) to the extent the Holder purchases
(in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Withheld
Shares, the Company will reimburse the Holder for (x) any brokerage commissions and other out-of-pocket expenses, if any, of the
Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price of such purchases
over (B) the product of (I) the number of such Withheld Shares purchased by the Holder; and (II) the Weighted Average Price on
the applicable date of exercise (or, if such date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day); and (3)
the number of Warrant Shares issuable upon exercise of this Warrant shall be reduced by an amount of shares equal to such number
of Withheld Shares.


 


(g)     
Required Reserve Amount.  So long as this Warrant remains outstanding, the Company shall at all times keep reserved
for issuance under this Warrant a number of shares of Common Stock at least equal to 100% of the maximum number of shares of Common
Stock as shall be necessary to satisfy the Company’s obligation to issue shares of Common Stock under this Warrant (without
regard to any limitations on exercise) (the “Required Reserve Amount”); provided that at no time shall
the number of shares of Common Stock reserved pursuant to this Section 1(g) be reduced other than in connection with any exercise
of this Warrant or such other event covered by Section 2(c) below.  In the event that a Holder shall sell or otherwise transfer
all or any portion of this Warrant, each transferee shall be allocated a pro rata portion of such Required Reserve Amount. Any
shares of Common Stock reserved and allocated to any Person which ceases to hold this Warrant (or any portion thereof) shall be
allocated to the remaining holders of this Warrant (or any portion thereof), pro rata based on the number of shares of Common Stock
issuable upon exercise of the portion of this Warrant then held by such Holders thereof (without regard to any limitations on exercise).


 


(h)     
Insufficient Authorized Shares. If at any time while this Warrant remains outstanding the Company does not have a
sufficient number of authorized and unreserved shares of Common Stock to satisfy its obligation to reserve for issuance the Required
Reserve Amount (an “Authorized Share Failure”), then the Company shall promptly take all action reasonably necessary
to increase the Company's authorized shares of Common Stock to an amount sufficient to allow the Company to reserve the Required
Reserve Amount for this Warrant then outstanding. Without limiting the generality of the foregoing sentence, as soon as practicable
after the date of the occurrence of an Authorized Share Failure, but in no event later than ninety (90) days after the occurrence
of such Authorized Share Failure, the Company shall hold a meeting of its stockholders for the approval of an increase in the number
of authorized shares of Common Stock. In connection with such meeting, the Company shall provide each stockholder with a proxy
statement and shall use its commercially reasonable efforts to solicit its stockholders' approval of such increase in authorized
shares of Common Stock and the management of the Company shall recommend to the board of directors that it recommend to the stockholders
that they approve such proposal. Notwithstanding the foregoing, if at any such time of an Authorized Share Failure, the Company
is able to obtain the written consent of a majority of the shares of its issued and outstanding shares of Common Stock to approve
the increase in the number of authorized shares of Common Stock, the Company may satisfy this obligation by obtaining such consent
and submitting for filing with the SEC an Information Statement on Schedule 14C. In addition to the foregoing, in the event of
any Authorized Share Failure that results in the failure of the Company to deliver any shares of Common Stock that would have otherwise
been deliverable pursuant to an Exercise Notice on or before the Share Delivery Date (such shares the “Authorized Share
Failure Shares”), (1) the Company will promptly following the Share Delivery Date pay to the Holder, as liquidated damages
and not as a penalty, cash in an amount equal to the product of (x) the number of such Authorized Share Failure Shares; and (y)
the Weighted Average Price per share of Common Stock on the date the Holder delivered the applicable Exercise Notice hereunder
(or, if such date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), minus (z) the Aggregate Exercise Price
applicable to such Authorized Share Failure Shares, unless (I) such Aggregate Exercise Price has been previously paid or (II) the
provisions of Section 1(d) are applicable; provided that the number of Warrant Shares subject to the Warrant shall be reduced
by the number of such Authorized Share Failure Shares; and (2) to the extent the Holder purchases (in an open market transaction
or otherwise) shares of Common Stock to deliver in settlement of a sale by the Holder of such Authorized Share Failure Shares,
the Company will reimburse the Holder for (x) any reasonable brokerage commissions and other reasonable out-of-pocket expenses,
if any, of the Holder incurred in connection with such purchases and (y) the excess, if any, of (A) the aggregate purchase price
of such purchases over (B) the product of (I) the number of such Authorized Share Failure Shares purchased by the Holder; and (II)
the Weighted Average Price per share of Common Stock on the date the Holder delivered the applicable Exercise Notice hereunder
(or, if such date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day).


 






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2.     
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares
shall be adjusted from time to time as follows:


 


(a)     
Stock Dividends and Splits. Without limiting any provision of Section 2(b), Section 3 or Section 4, if
the Company, at any time on or after the Issuance Date, (i) pays a stock dividend on one or more classes of its then outstanding
shares of Common Stock or otherwise makes a distribution on any class of capital stock that is payable in shares of Common Stock,
(ii) subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its then outstanding
shares of Common Stock into a larger number of shares or (iii) combines (by combination, reverse stock split or otherwise) one
or more classes of its then 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 of which the numerator shall be the number of shares of Common Stock outstanding immediately
before such event and of which the denominator 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. If any
event requiring an adjustment under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then
the calculation of such Exercise Price shall be adjusted appropriately to reflect such event.


 






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(b)     
Adjustment Upon Issuance of Shares of Common Stock. If and whenever on or after the Issuance Date and until such
date that the Company has for the preceding 12 months filed all reports, schedules, forms, proxy statements, statements and other
documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements
of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall
be considered timely for this purpose), the Company grants, issues or sells (or enters into any agreement to grant, issue or sell),
or in accordance with this Section 2 is deemed to have granted, issued or sold, any shares of Common Stock (including the
issuance or sale of shares of Common Stock owned or held by or for the account of the Company, but excluding any Excluded Securities
granted, issued or sold or deemed to have been granted, issued or sold) for a consideration per share (the “New Issuance
Price”) less than a price equal to the Exercise Price in effect immediately prior to such granting, issuance or sale
or deemed granting, issuance or sale (such Exercise Price then in effect is referred to herein as the “Applicable Price”)
(the foregoing a “Dilutive Issuance”), then immediately after such Dilutive Issuance, the Exercise Price then
in effect shall be reduced to an amount equal to the New Issuance Price. For all purposes of the foregoing (including, without
limitation, determining the adjusted Exercise Price and the New Issuance Price under this Section 2(b)), the following shall
be applicable:


 


(i)         
Issuance of Options. If the Company in any manner grants, issues or sells (or enters into any agreement to grant,
issue or sell) any Options and the lowest price per share for which one share of Common Stock is at any time issuable upon the
exercise of any such Option or upon conversion, exercise or exchange of any Convertible Securities issuable upon exercise of any
such Option or otherwise pursuant to the terms thereof is less than the Applicable Price, then such share of Common Stock shall
be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option
for such price per share. For purposes of this Section 2(b)(i), the “lowest price per share for which one share of Common
Stock is at any time issuable upon the exercise of any such Option or upon conversion, exercise or exchange of any Convertible
Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof” shall be equal to (1) the
lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any
one share of Common Stock upon the granting, issuance or sale of such Option, upon exercise of such Option and upon conversion,
exercise or exchange of any Convertible Security issuable upon exercise of such Option or otherwise pursuant to the terms thereof
and (y) the lowest exercise price set forth in such Option for which one share of Common Stock is issuable (or may become issuable
assuming all possible market conditions) upon the exercise of any such Options or upon conversion, exercise or exchange of any
Convertible Securities issuable upon exercise of any such Option or otherwise pursuant to the terms thereof minus (2) the sum of
all amounts paid or payable to the holder of such Option (or any other Person) upon the granting, issuance or sale of such Option,
upon exercise of such Option and upon conversion, exercise or exchange of any Convertible Security issuable upon exercise of such
Option or otherwise pursuant to the terms thereof plus the value of any other consideration received or receivable by, or benefit
conferred on, the holder of such Option (or any other Person). Except as contemplated below, no further adjustment of the Exercise
Price shall be made upon the actual issuance of such shares of Common Stock or of such Convertible Securities upon the exercise
of such Options or otherwise pursuant to the terms of or upon the actual issuance of such shares of Common Stock upon conversion,
exercise or exchange of such Convertible Securities.


 






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(ii)         
Issuance of Convertible Securities. If the Company in any manner issues or sells (or enters into any agreement to
issue or sell) any Convertible Securities and the lowest price per share for which one share of Common Stock is at any time issuable
upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof is less than the Applicable Price,
then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of
the issuance or sale (or the time of execution of such agreement to issue or sell, as applicable) of such Convertible Securities
for such price per share. For the purposes of this Section 2(b)(ii), the “lowest price per share for which one share
of Common Stock is at any time issuable upon the conversion, exercise or exchange thereof or otherwise pursuant to the terms thereof”
shall be equal to (1) the lower of (x) the sum of the lowest amounts of consideration (if any) received or receivable by the Company
with respect to one share of Common Stock upon the issuance or sale (or pursuant to the agreement to issue or sell, as applicable)
of the Convertible Security and upon conversion, exercise or exchange of such Convertible Security or otherwise pursuant to the
terms thereof and (y) the lowest conversion price set forth in such Convertible Security for which one share of Common Stock is
issuable (or may become issuable assuming all possible market conditions) upon conversion, exercise or exchange thereof or otherwise
pursuant to the terms thereof minus (2) the sum of all amounts paid or payable to the holder of such Convertible Security (or any
other Person) upon the issuance or sale (or the agreement to issue or sell, as applicable) of such Convertible Security plus the
value of any other consideration received or receivable by, or benefit conferred on, the holder of such Convertible Security (or
any other Person). Except as contemplated below, no further adjustment of the Exercise Price shall be made upon the actual issuance
of such shares of Common Stock upon conversion, exercise or exchange of such Convertible Securities or otherwise pursuant to the
terms thereof, and if any such issuance or sale of such Convertible Securities is made upon exercise of any Options for which adjustment
of this Warrant has been or is to be made pursuant to other provisions of this Section 2(b), except as contemplated below,
no further adjustment of the Exercise Price shall be made by reason of such issuance or sale.


 


(iii)      
Change in Option Price or Rate of Conversion. If the purchase or exercise price provided for in any Options, the
additional consideration, if any, payable upon the issue, conversion, exercise or exchange of any Convertible Securities, or the
rate at which any Convertible Securities are convertible into or exercisable or exchangeable for shares of Common Stock increases
or decreases at any time (other than proportional changes in conversion or exercise prices, as applicable, in connection with an
event referred to in Section 2(a)), the Exercise Price in effect at the time of such increase or decrease shall be adjusted to
the Exercise Price which would have been in effect at such time had such Options or Convertible Securities provided for such increased
or decreased purchase price, additional consideration or increased or decreased conversion rate, as the case may be, at the time
initially granted, issued or sold. For purposes of this Section 2(b)(iii), if the terms of any Option or Convertible Security
that was outstanding as of the Issuance Date are increased or decreased in the manner described in the immediately preceding sentence,
then such Option or Convertible Security and the shares of Common Stock deemed issuable upon exercise, conversion or exchange thereof
shall be deemed to have been issued as of the date of such increase or decrease. No adjustment pursuant to this Section 2(b)
shall be made if such adjustment would result in an increase of the Exercise Price then in effect.


 






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(iv)       
Calculation of Consideration Received. If any Option and/or Convertible Security and/or Adjustment Right is issued
in connection with the issuance or sale or deemed issuance or sale of any other securities of the Company (as determined by the
Holder, the “Primary Security”, and such Option and/or Convertible Security and/or Adjustment Right, the “Secondary
Securities” and together with the Primary Security, each a “Unit”), together comprising one integrated
transaction, the aggregate consideration per share of Common Stock with respect to such Primary Security shall be deemed to be
the lower of (x) the purchase price of such Unit, (y) if such Primary Security is an Option and/or Convertible Security, the lowest
price per share for which one share of Common Stock is at any time issuable upon the exercise or conversion of the Primary Security
in accordance with Sections 2(b)(i) or 2(b)(ii) above and (z) the lowest VWAP of the shares of Common Stock on any Trading Day
during the four (4) Trading Day period (the “Adjustment Period”) immediately following the public announcement
of such Dilutive Issuance (for the avoidance of doubt, if such public announcement is released prior to the opening of the Principal
Market on a Trading Day, such Trading Day shall be the first Trading Day in such four Trading Day period and if this Warrant is
exercised, on any given date on which an Exercise Notice has been delivered (or deemed to have been delivered) during any such
Adjustment Period, solely with respect to such portion of this Warrant converted on such applicable date, such applicable Adjustment
Period shall be deemed to have ended on, and included, the Trading Day immediately prior to such date on which the Exercise Notice
has been delivered (or deemed to have been delivered)). If any shares of Common Stock, Options or Convertible Securities are issued
or sold or deemed to have been issued or sold for cash, the consideration received therefor will be deemed to be the net amount
of consideration received by the Company therefor. If any shares of Common Stock, Options or Convertible Securities are issued
or sold for a consideration other than cash, the amount of such consideration received by the Company will be the fair value of
such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration
received by the Company for such securities will be the arithmetic average of the Weighted Average Prices of such security for
each of the five (5) Trading Days immediately preceding the date of receipt. If any shares of Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair value of such portion of the net assets and business
of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities (as the case may
be). The fair value of any consideration other than cash or publicly traded securities will be determined jointly by the Company
and the Holder. If such parties are unable to reach agreement within ten (10) days after the occurrence of an event requiring valuation
(the “Valuation Event”), the fair value of such consideration will be determined within five (5) Trading Days
after the tenth (10th) day following such Valuation Event by an independent, reputable appraiser jointly selected by
the Company and the Holder. The determination of such appraiser shall be final and binding upon all parties absent manifest error
and the fees and expenses of such appraiser shall be borne by the Company.


 






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(v)         
Record Date. If the Company takes a record of the holders of shares of Common Stock for the purpose of entitling
them (A) to receive a dividend or other distribution payable in shares of Common Stock, Options or in Convertible Securities
or (B) to subscribe for or purchase shares of Common Stock, Options or Convertible Securities, then such record date will
be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase
(as the case may be).


 


(c)     
Holder’s Right of Alternative Exercise Price Following Issuance of Certain Options or Convertible Securities.
In addition to and not in limitation of the other provisions of this Section 2, if, after the Issuance Date and until such
date that the Company has for the preceding 12 months filed all reports, schedules, forms, proxy statements, statements and other
documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements
of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall
be considered timely for this purpose), the Company in any manner issues or sells or enters into any agreement to issue or sell,
any Common Stock, Options or Convertible Securities (any such securities, “Variable Price Securities”) that
are issuable pursuant to such agreement or convertible into or exchangeable or exercisable for shares of Common Stock at a price
which varies or may vary with the market price of the shares of Common Stock, including by way of one or more reset(s) to a fixed
price, but exclusive of such formulations reflecting customary anti-dilution provisions (such as share splits, share combinations,
share dividends and similar transactions) (each of the formulations for such variable price being herein referred to as, the “Variable
Price”), the Company shall provide written notice thereof via facsimile and overnight courier to the Holder on the date
of such agreement and the issuance of such Convertible Securities or Options. From and after the date the Company enters into such
agreement or issues any such Variable Price Securities, the Holder shall have the right, but not the obligation, in its sole discretion
to substitute the Variable Price for the Exercise Price upon exercise of this Warrant by designating in the Exercise Notice delivered
upon any exercise of this Warrant that solely for purposes of such exercise the Holder is relying on the Variable Price rather
than the Exercise Price then in effect. The Holder’s election to rely on a Variable Price for a particular exercise of this
Warrant shall not obligate the Holder to rely on a Variable Price for any future exercises of this Warrant.


 


(d)     
Number of Warrant Shares. Simultaneously with any adjustment to the Exercise Price pursuant to Section 2(a),
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 adjusted number of Warrant Shares shall be
the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard to any limitations on exercise
contained herein).


 






    - 11 -


     


    

 


(e)     
Voluntary Adjustment By Company. The Company may at any time during the term of this Warrant reduce the then-current
Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.


 


(f)      
Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly
provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights
or other rights with equity features), then the Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of Warrant Shares, as mutually determined by the Company’s Board of Directors and the Holder so as to
protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(g) will increase the Exercise
Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.


 


(g)     
Calculations. All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest
1/100th of a share, as applicable. The number of shares of Common Stock outstanding at any given time shall not include
shares owned or held by or for the account of the Company, and the disposition of any such shares shall be considered an issuance
or sale of Common Stock.


 


3.          
RIGHTS UPON DISTRIBUTION OF ASSETS. In addition to any adjustments pursuant to Section 2 above, if, on or after the
Issuance Date and on or prior to the Expiration Date, the Company shall declare or make any dividend or other distribution of its
assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including,
without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness or any other
assets by way of a dividend, spin-off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall
be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder
had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations
or restrictions on exercise of this Warrant, including without limitation, the Maximum Percentage) immediately before the date
on which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares
of Common Stock are to be determined for the participation in such Distribution (provided, however, that to the extent
that the Holder's right to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding
the Maximum Percentage, then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not
be entitled to beneficial ownership of such shares of Common Stock as a result of such Distribution (and beneficial ownership)
to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time or
times as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at
which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such initial Distribution
or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such limitation).


 






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4.     
     PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.


 


(a)      
Purchase Rights. In addition to any adjustments pursuant to Section 2 above, if at any time on or after the Issuance
Date and on or prior to the Expiration Date the Company grants, issues or sells any Options, Convertible Securities or rights to
purchase stock, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase
Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate
Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon
complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including without
limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of such
Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for
the grant, issuance or sale of such Purchase Rights (provided, however, that to the extent that the Holder's right
to participate in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial
ownership of such Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase
Right to such extent shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would
not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder
shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right to be held similarly in abeyance) to the same extent as if there had been no such limitation).


 


(b)     
Fundamental Transaction.The Company shall not enter into or be party to a Fundamental Transaction unless the
Successor Entity assumes in writing all of the obligations of the Company under this Warrant in accordance with the provisions
of this Section 4(b), including agreements to deliver to the Holder in exchange for this Warrant a security of the Successor Entity
evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation, which
is exercisable for a corresponding number of shares of capital stock equivalent to the shares of Common Stock acquirable and receivable
upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital
stock, such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the
economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of
each Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after
the date of the applicable Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring
to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had
been named as the Company herein. Upon consummation of each Fundamental Transaction, the Successor Entity shall deliver to the
Holder confirmation that there shall be issued upon exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction, in lieu of the shares of Common Stock (or other securities, cash, assets or other property (except such
items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable thereafter)) issuable upon the exercise
of this Warrant prior to the applicable Fundamental Transaction, such shares of common stock (or its equivalent) of the Successor
Entity (including its Parent Entity) which the Holder would have been entitled to receive upon the happening of the applicable
Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard
to any limitations on the exercise of this Warrant), as adjusted in accordance with the provisions of this Warrant. Notwithstanding
the foregoing, and without limiting Section 1(f) hereof, the Holder may elect, at its sole option, by delivery of written notice
to the Company to waive this Section 4(b) to permit the Fundamental Transaction without the assumption of this Warrant. In addition
to and not in substitution for any other rights hereunder, prior to the consummation of each Fundamental Transaction pursuant to
which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares
of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder
will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the applicable
Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of the Common Stock (or other securities, cash,
assets or other property (except such items still issuable under Sections 3 and 4(a) above, which shall continue to be receivable
thereafter)) issuable upon the exercise of the Warrant prior to such Fundamental Transaction, such shares of stock, securities,
cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) (collectively, the
 “Corporate Event Consideration”) which the Holder would have been entitled to receive upon the happening of
the applicable Fundamental Transaction had this Warrant been exercised immediately prior to the applicable Fundamental Transaction
(without regard to any limitations on the exercise of this Warrant). The provision made pursuant to the preceding sentence shall
be in a form and substance reasonably satisfactory to the Holder. The provisions of this Section 4(b) shall apply similarly and
equally to successive Fundamental Transactions and Corporate Events. Notwithstanding the foregoing, in the event of a Change of
Control, at the request of the Holder delivered before the 30th day after such Change of Control, the Company (or the
Successor Entity) shall purchase this Warrant from the Holder by paying to the Holder, within five (5) Business Days after such
request (or, if later, on the effective date of the Change of Control), an amount equal to the Black Scholes Value of the remaining
unexercised portion of this Warrant on the effective date of such Change of Control, payable in cash; provided, however,
that, if the Change of Control is not within the Company's control, including not approved by the Company's Board of Directors,
Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of consummation of such Change
of Control, the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised
portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Change
of Control, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common
Stock are given the choice to receive from among alternative forms of consideration in connection with the Change of Control; provided,
further, that if holders of Common Stock are not offered or paid any consideration in such Change of Control, such holders
of Common Stock will be deemed to have received common stock of the Successor Entity (which entity may be the Company following
such Change of Control) in such Change of Control.


 






    - 13 -


     


    

 


5.     
NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate
of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution,
issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the
terms of this Warrant, and will at all times in good faith carry out all of the provisions of this Warrant. Without limiting the
generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon
the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary
or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon
the exercise of this Warrant, and (iii) shall, so long as any portion of this Warrant is outstanding, take all action necessary
to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the
exercise of this Warrant, the number of shares of Common Stock as shall from time to time be necessary to effect the exercise of
the portion of this Warrant then outstanding (without regard to any limitations on exercise).


 


6.     
WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, 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 capital stock 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, 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. Notwithstanding this Section 6, the Company shall provide the Holder with copies
of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving
thereof to the stockholders.


 


7.     
REISSUANCE OF WARRANTS.


 


(a)      
Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company,
together with funds sufficient to pay any transfer taxes in connection with the making of such transfer, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the
Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less
than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section
7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. The Company shall not
be obligated to pay any tax which may be payable with respect to any transfer (or deemed transfer) arising in connection with the
registration of any certificates for Warrant Shares or Warrants in the name of any Person other than the Holder.


 






    - 14 -


     


    

 


(b)     
Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification
undertaking by the Holder to the Company in customary form (but without the obligation to post a bond) and, in the case of mutilation,
upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance
with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)     
Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the
principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate
the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right
to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender.


 


(d)     
Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant,
such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant,
the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to
Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock
underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying
this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance
Date, and (iv) shall have the same rights and conditions as this Warrant.


 


8.           NOTICES.
Whenever notice is required to be given under this Warrant, including, without limitation, an Exercise Notice, unless otherwise
provided herein, such notice shall be given in writing, (i) if delivered (a) from within the domestic United States, by electronic
mail or by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid or
by facsimile, in each case with a copy by electronic mail (unless such notice itself was delivered by electronic mail), or (b)
from outside the United States, by electronic mail or by International Federal Express or facsimile, in each case with a copy
by electronic mail (unless such notice itself was delivered by electronic mail), and (ii) will be deemed given (A) if delivered
by first-class registered or certified mail domestic with a copy by electronic email, three (3) Business Days after so mailed,
(B) if delivered by nationally recognized overnight carrier with a copy by electronic mail, one (1) Business Day after so mailed,
(C) if delivered by International Federal Express with a copy by electronic mail, two (2) Business Days after so mailed and (D)
at the time of transmission, if delivered by electronic mail to each of the email addresses specified in this Section 8 prior
to 5:00 p.m. (New York time) on a Trading Day, (E) the next Trading Day after the date of transmission, if delivered by electronic
mail to each of the email addresses specified in this Section 8 on a day that is not a Trading Day or later than 5:00 p.m. (New
York time) on any Trading Day and (F) if delivered by facsimile, upon electronic confirmation of delivery of such facsimile, and
will be delivered and addressed as follows:


 






    - 15 -


     


    

 


(i)           if to the
Company, to:


 


Pareteum Corporation


1185 Avenue of the Americas, 2nd Floor


New York, NY 10036

Attention: Alexander Korff, Corporate Secretary


Email: legal@pareteum.com


 


 


With a copy (for
informational purposes only) to:


 


McGuireWoods LLP

1251 Avenue of the Americas, 20th Floor

New York, NY 10020-1104

Telephone:  (212) 548-2122

Facsimile:  (212) 715-2307

Attention:  Stephen E. Older, Esq.

E-mail:  solder@mcguirewoods.com


 


(ii) if to the
Holder, at such address or other contact information delivered by the Holder to Company or as is on the books and records of the
Company (provided that, with respect to the Holder, such notice may only be delivered via electronic mail or facsimile),


 


With a copy (for
informational purposes only) to:


 


Latham & Watkins LLP

12670 High Bluff Drive

San Diego, CA 92130

Telephone:  (858) 523-5400

Facsimile:  (858) 523-5450

Attention:  Michael E. Sullivan, Esq.

E-mail:  michael.sullivan@lw.com


 


The Company shall provide
the Holder with prompt written notice of all actions taken pursuant to this Warrant, including in reasonable detail a description
of such action and the reason therefor. Without limiting the generality of the foregoing, the Company will give written notice
to the Holder (i) promptly upon any adjustment of the Exercise Price, setting forth in reasonable detail, and certifying, the calculation
of such adjustment and (ii) at least fifteen (15) days prior to the date on which the Company closes its books or takes a record
(A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or
sales of any Options, Convertible Securities or rights to purchase stock, warrants, securities or other property other than Excluded
Securities to holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction,
dissolution or liquidation; provided in each case that such information shall be made known to the public prior to or in
conjunction with such notice being provided to the Holder, but only to the extent the information in such notice constitutes material
non-public information regarding the Company and its subsidiaries. It is expressly understood and agreed that the time of exercise
specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 






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9.            
AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended, modified
or waived by an agreement in writing of each party hereto. No waiver of any provision hereof by a party hereto shall be effective
unless it is provided in writing by the party so waiving.


 


10.         
GOVERNING LAW; JURISDICTION; JURY TRIAL. This Warrant shall be governed by and construed and enforced in accordance
with, and all questions concerning the construction, validity, interpretation and performance of this Warrant shall be governed
by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of New York. Each party hereto 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, 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, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each
party hereto 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 to it at the address set forth in Section 8(i) above or such other address as it subsequently
delivers to the Holder 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. Nothing
contained herein shall be deemed or operate to preclude a party hereto from bringing suit or taking other legal action against
any other party hereto in any other jurisdiction to collect on its obligations or to enforce a judgment or other court ruling in
its favor. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing
party in such action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and
other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. EACH PARTY
HERETO HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


11. 
         DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation
of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile or electronic
mail within two (2) Business Days of receipt of the Exercise Notice or other event giving rise to such dispute, as the case may
be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price
or the Warrant Shares within three (3) Business Days of such disputed determination or arithmetic calculation being submitted
to the Holder, then the Company shall, within two (2) Business Days submit via facsimile or electronic mail (a) the disputed determination
of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (b) the
disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall, at
its expense, use commercially reasonable efforts to cause the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation,
as the case may be, shall be binding upon all parties absent demonstrable error.


 






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12.         REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative
and in addition to all other remedies available under this Warrant and any other Transaction Documents, at law or in equity (including
a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue
actual damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to the Holder and that the remedy at law for any such breach may
be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder of this Warrant
shall be entitled, in addition to all other available remedies, to an injunction restraining any breach, without the necessity
of showing economic loss and without any bond or other security being required.


 


13. 
       TRANSFER.   Subject to the transfer conditions referred to in the legend
hereon, this Warrant and the Warrant Shares may be offered for sale, sold, transferred, pledged or assigned without the
consent of the Company.


 


14.        
COMPLIANCE WITH THE SECURITIES ACT.


 


(a)      
Agreement to Comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply
in all respects with the provisions of this Section 14 and the restrictive legend requirements set forth on the face of this Warrant
and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued
upon exercise hereof except under circumstances that will not result in a violation of the Securities Act. This Warrant and all
Warrant Shares issued upon exercise of this Warrant (unless registered under the Securities Act) shall be stamped or imprinted
with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED
BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE THEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.”


 






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(b)        
Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents,
as of the date hereof, to the Company by acceptance of this Warrant as follows:


 


(1)         
The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities
Act. The Holder is acquiring this Warrant and the shares of Common Stock to be issued upon exercise hereof for investment for its
own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant or the
Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.


 


(2)         
The Holder understands and acknowledges that this Warrant and the shares of Common Stock to be issued upon exercise hereof
are “restricted securities” under the federal securities laws inasmuch as they are being acquired from the Company
in a transaction not involving a public offering and that, under such laws and applicable regulations, such securities may be resold
without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it
is familiar with Rule 144 under the Securities Act, as presently in effect (“Rule 144”), and understands the
resale limitations imposed thereby and by the Securities Act.


 


(3)         
The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period, and
has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the
investment in the Warrant and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the
Company regarding the terms and conditions of the offering of the Warrant and the business, properties, prospects and financial
condition of the Company.


 


(c)      
Acknowledgement of the Company. The Company acknowledges and agrees that the Holder may from time to time pledge
pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of this Warrant
or the Warrant Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the
Securities Act and, if required under the terms of such arrangement, Holder may transfer any pledged or secured Warrant or Warrant
Shares to the pledgees or secured parties.  Such a pledge or transfer would not be subject to approval of the Company and
no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be required in connection therewith.  Further,
no notice shall be required of such pledge.  At the Holder’s expense, the Company will execute and deliver such reasonable
documentation as a pledgee or secured party of this Warrants or any Warrant Shares may reasonably request in connection with a
pledge or transfer of this Warrant or any Warrant Shares.


 






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(d)     
Removal of Legends. This Warrant and the Warrant Shares shall not be required to contain the legend set forth in
Section 14(a) above or any other legend (i) following any sale of the Warrant or Warrant Shares pursuant to Rule 144 (assuming
the transferor is not an affiliate of the Company), provided that the Holder furnishes the Company with reasonable assurances that
such Warrant or Warrant Shares are eligible for sale, assignment or transfer under Rule 144, which shall not include an opinion
of the Holder’s counsel, (ii) in connection with a sale, assignment or other transfer (other than under Rule 144), provided
that the Holder provides the Company with an opinion of counsel to the Holder, in a generally acceptable form, to the effect that
such sale, assignment or transfer of the Warrant or Warrant Shares may be made without registration under the applicable requirements
of the Securities Act or (iii) if such legend is not required or customarily included under applicable provisions of the Securities
Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is
not required pursuant to the foregoing, the Company shall no later than two (2) Business Days (or such earlier date as required
pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement of a trade initiated on the date the Holder
delivers notice to the Company with respect to this Warrant or any Warrant Shares issued in the form of book-entries or, if applicable,
delivers a legended certificate representing Warrant Shares to the Company) following the delivery by the Holder to the Company
or the Transfer Agent (with notice to the Company) of notice with respect to this Warrant or any Warrant Shares issued in the form
of book-entries or, if applicable, a legended certificate representing any Warrant Shares (endorsed or with stock powers attached,
signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with
any other deliveries from the Holder as may be reasonably required above in this Section 14(c) (such date, the “Legend
Removal Date”), as directed by the Holder, either: (A) provided that the Transfer Agent is participating in FAST, credit
the applicable number of Warrant Shares to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (B) with respect to this Warrant or if the Transfer Agent is not participating in FAST, issue and deliver
(via reputable overnight courier) to the Holder, an updated for of this Warrant or a certificate representing Warrant Shares, as
applicable, in the case of each of clauses (A) and (B) above, free from all restrictive and other legends, registered in the name
of the Holder or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance
of Warrant Shares or the removal of any legends with respect to this Warrant or any Warrant Shares in accordance herewith.


 






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(e)  
In addition to the Holder’s other available remedies hereunder, the Company shall pay to the Holder, in cash, (i)
as partial liquidated damages and not as a penalty, for each $1,000 of Warrant Shares (based on the Weighted Average Price (as
defined below) of the Common Stock on the date the Holder delivers notice or a legended certificate, as applicable, to the Company
or the Transfer Agent with respect to such Warrant Shares pursuant to Section 14(d)) delivered for removal of the restrictive
legend and subject to Section 14(d), $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages
have begun to accrue) for each Trading Day after the Legend Removal Date until such Warrant Shares are delivered without a legend
and (ii) if the Company is obligated to remove the restrictive legends pursuant to Section 14(d) but fails to (a) issue and deliver
(or cause to be delivered) Warrant Shares to the Holder by the Legend Removal Date that are free from all restrictive and other
legends and (b) if after the Legend Removal Date the Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to deliver in satisfaction of a sale by the Holder of all or any portion of the number of shares of Common Stock, or a sale
of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Holder anticipated
receiving from the Company without any restrictive legend, then an amount equal to the excess of the Holder’s total purchase
price (including brokerage commissions and other out-of-pocket expenses, if any) for the shares of Common Stock so purchased (including
brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of Warrant Shares that the
Company was required to deliver to the Holder by the Legend Removal Date multiplied by (B) the price at which the sell order giving
rise to such purchase obligation was executed. 


 


15. 
     SEVERABILITY; CONSTRUCTION; HEADINGS.If any provision of this Warrant is prohibited
by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise
be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable,
and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Warrant
so long as this Warrant as so modified continues to express, without material change, the original intentions of the parties as
to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not
substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the
benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the
prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to
that of the prohibited, invalid or unenforceable provision(s). This Warrant shall be deemed to be jointly drafted by the Company
and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience
of reference and shall not form part of, or affect the interpretation of, this Warrant.


 






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16.           DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Warrant, unless the Company has in
good faith determined that the matters relating to such notice do not constitute material, non-public information relating to
the Company and its subsidiaries, the Company shall, on or prior to 9:00 am, New York City time on the Business Day immediately
following such notice delivery date, publicly disclose such material, non-public information on a Current Report on Form 8-K or
otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company
and its subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or promptly following
receipt of such notice from the Holder, as applicable, but in no event later than 8:30 a.m., New York City time on the Business
Day immediately following such notice delivery date), and in the absence of any such written indication in such notice (or notification
from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information
contained in the notice does not constitute material, non-public information relating to the Company and its subsidiaries. Nothing
contained in this Section 16 shall limit any obligations of the Company, or any rights of the Holder, under the Securities Purchase
Agreement.


 


17.           ABSENCE
OF TRADING AND DISCLOSURE RESTRICTIONS. The Company acknowledges and agrees that the Holder is not a fiduciary or agent of
the Company and that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the
Company or (b) subject to the transfer conditions referred to in the legend hereon, refrain from trading any securities while
in possession of such information in the absence of a written non-disclosure agreement signed by the Holder that explicitly provides
for such confidentiality and trading restrictions, unless such trading is otherwise prohibited by law. In the absence of such
an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued
by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may
disclose any such information to any third party.


 


18. 
     CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)  
“Adjustment Right” means any right granted with respect to any securities issued in connection with,
or with respect to, any issuance or sale (or deemed issuance or sale in accordance with Section 2) of shares of Common Stock
(other than rights of the type described in Section 3 and 4 hereof) that could result in a decrease in the net consideration
received by the Company in connection with, or with respect to, such securities (including, without limitation, any cash settlement
rights, cash adjustment or other similar rights).


 


(b)  
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls,
is controlled by, or is under common control with, such Person, it being understood for purposes of this definition that “control”
of a Person means the power directly or indirectly either to vote 10% or more of the stock having ordinary voting power for the
election of directors of such Person or direct or cause the direction of the management and policies of such Person whether by
contract or otherwise.


 






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(c)  
“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors
of the Company prior to or subsequent to the date hereof pursuant to which shares of Common Stock and standard options to purchase
Common Stock may be issued to any employee, officer or director for services provided to the Company in their capacity as such.


 


(d)  
“Attribution Parties” means, collectively, the following Persons and entities: (i) any investment vehicle,
including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly
managed or advised by the Holder's investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates
of the Holder or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the
Holder or any of the foregoing and (iv) any other Persons whose beneficial ownership of the Company's Common Stock would or could
be aggregated with the Holder's and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the
purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(e)  
 “Bid Price” means, for any security as of the particular time of determination, the bid price for such
security on the Principal Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not
the principal securities exchange or trading market for such security, the bid price of such security on the principal securities
exchange or trading market where such security is listed or traded as reported by Bloomberg as of such time of determination, or
if the foregoing does not apply, the bid price of such security in the over-the-counter market on the electronic bulletin board
for such security as reported by Bloomberg as of such time of determination, or, if no bid price is reported for such security
by Bloomberg as of such time of determination, the average of the bid prices of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the
Bid Price cannot be calculated for a security as of the particular time of determination on any of the foregoing bases, the Bid
Price of such security as of such time of determination shall be the fair market value as mutually determined by the Company and
the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall
be resolved in accordance with the procedures in Section 11. All such determinations shall be appropriately adjusted for any
stock dividend, stock split, stock combination or other similar transaction during such period.


 


(f)  
“Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model
obtained from the “OV” function on Bloomberg determined as of the day immediately following the first public announcement
of the applicable Change of Control, or, if the Change of Control is not publicly announced, the date the Change of Control is
consummated, for pricing purposes and reflecting (i) a risk-free interest rate corresponding to the U.S. Treasury rate for a period
equal to the remaining term of this Warrant as of such date of request, (ii) an expected volatility equal to the greater of (a)
100% and (b) the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor)
as of the Trading Day immediately following the public announcement of the applicable Change of Control, or, if the Change of Control
is not publicly announced, the date the Change of Control is consummated, (iii) the underlying price per share used in such calculation
shall be the greater of (a) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Change of Control and (b) the greater of (1) the last Weighted Average Price immediately prior to
the consummation of such Change of Control and (2) the last Weighted Average Price immediately prior to the consummation of such
Change of Control, (iv) a remaining option time equal to the time between the date of the public announcement of the applicable
Change of Control and the Expiration Date and (v) a zero cost of borrow.


 






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(g)  
“Bloomberg” means Bloomberg Financial Markets.


 


(h)  
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The
City of New York are authorized or required by law to remain closed.


 


(i)  
“Change of Control” means any Fundamental Transaction other than (i) any reorganization, recapitalization
or reclassification of the Common Stock in which holders of the Company’s voting power immediately prior to such reorganization,
recapitalization or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly
traded securities and, directly or indirectly, are, in all material respect, the holders of the voting power of the surviving entity
(or entities with the authority or voting power to elect the members of the board of directors (or their equivalent if other than
a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, (ii) pursuant to a
migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or (iii) a merger
in connection with a bona fide acquisition by the Company of any Person in which (x) the gross consideration paid, directly or
indirectly, by the Company in such acquisition is not greater than 50% of the Company’s market capitalization as calculated
on the date of the announcement of such merger and the date of the consummation of such merger and (y) such merger does not contemplate
a change to the identity of a majority of the board of directors of the Company. Notwithstanding anything herein to the contrary,
any transaction or series of transaction that, directly or indirectly, results in the Company or the Successor Entity not having
Common Stock or common stock, as applicable, registered under the 1934 Act and listed on an Eligible Market shall be deemed a Change
of Control.


 


(j)  
“Closing Bid Price” and “Closing Sale Price” means, for any security as of any date,
the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by
Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price
or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security
prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal
securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do
not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively,
is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers
for such security as reported in the OTC Link or on the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets
LLC). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the
foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the
fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved pursuant to Section 11. All such determinations to
be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction
during the applicable calculation period.


 






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(k)  
“Common Stock” means (i) the Company's Common Stock, par value $0.00001 per share, and (ii) any
capital stock into which such Common Stock shall have been changed or any capital stock resulting from a reclassification of such
Common Stock.


 


(l)  
“Convertible Securities” means any capital stock or other security of the Company or any of its subsidiaries
(other than Options) that is at any time and under any circumstances directly or indirectly convertible into, exercisable or exchangeable
for, or which otherwise entitles the holder thereof to acquire, any capital stock or other security of the Company (including,
without limitation, shares of Common Stock) or any of its subsidiaries.


 


(m)  “Eligible
Market” means The Nasdaq Capital Market, the NYSE American LLC, The Nasdaq Global Select Market, The Nasdaq Global Market
or The New York Stock Exchange, Inc.


 


(n)  
“Excluded Securities” means (i) shares of Common Stock or standard options to purchase Common Stock issued
to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an
Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable
upon exercise of such options) after the Issuance Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5%
of the Common Stock issued and outstanding immediately prior to the Issuance Date and (B) the exercise price of any such options
is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or
conditions of any such options are otherwise materially changed in any manner that adversely affects the Holder; (ii) shares of
Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock
issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Issuance Date, provided that
the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to
an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard
options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to
increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other
than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above)
are otherwise materially changed in any manner that adversely affects the Holder; (iii) the shares of Common Stock issuable upon
conversion of the Note or otherwise pursuant to the terms of the Note; provided, that the terms of the Note are not amended, modified
or changed on or after the Issuance Date (other than anti-dilution adjustments pursuant to the terms thereof in effect as of the
Issuance Date); (iv) the shares of Common Stock issuable upon exercise of this Warrant; provided, that the terms of this Warrant
are not amended, modified or changed on or after the Issuance Date (other than anti-dilution adjustments pursuant to the terms
thereof in effect as of the Issuance Date); and (v) securities issued pursuant to acquisitions or strategic transactions approved
by a majority of the disinterested directors of the Company, provided that such securities are issued as “restricted securities”
(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connection
therewith, and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself
or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company
and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction
in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business
is investing in securities.


 






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(o)  
“Expiration Date” means June 8, 2025; provided, that such date shall be extended by an amount
of time equal to the number of days during which any Exercise Failure was in existence under this Warrant.


 


(p)  
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through
subsidiaries, Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not
the Company is the surviving corporation) another Subject Entity, or (ii) sell, assign, transfer, convey or otherwise dispose of
all or substantially all of the properties or assets of the Company or any of its “significant subsidiaries” (as defined
in Rule 1-02 of Regulation S-X) to one or more Subject Entities, or (iii) make, or allow one or more Subject Entities to make,
or allow the Company to be subject to or have its shares of Common Stock be subject to or party to one or more Subject Entities
making, a purchase, tender or exchange offer that is accepted by the holders of at least either (x) 50% of the outstanding shares
of Common Stock, (y) 50% of the outstanding shares of Common Stock calculated as if any shares of Common Stock held by all Subject
Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase, tender or exchange offer
were not outstanding; or (z) such number of shares of Common Stock such that all Subject Entities making or party to, or Affiliated
with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the beneficial owners
(as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding shares of Common Stock, or (iv) consummate a stock
purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or
scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the aggregate, acquire,
either (x) at least 50% of the outstanding shares of Common Stock, (y) at least 50% of the outstanding shares of Common Stock calculated
as if any shares of Common Stock held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of shares of
Common Stock such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934
Act) of at least 50% of the outstanding shares of Common Stock, or (v) reorganize, recapitalize or reclassify its shares of Common
Stock, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates or otherwise, in one or more
related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate to be or become the “beneficial
owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether through acquisition, purchase, assignment,
conveyance, tender, tender offer, exchange, reduction in outstanding shares of Common Stock, merger, consolidation, business combination,
reorganization, recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise
in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary voting power represented by issued and outstanding
shares of Common Stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of
Common Stock not held by all such Subject Entities as of the Issuance Date calculated as if any shares of Common Stock held by
all such Subject Entities were not outstanding, or (z) a percentage of the aggregate ordinary voting power represented by issued
and outstanding shares of Common Stock or other equity securities of the Company sufficient to allow such Subject Entities to effect
a statutory short form merger or other transaction requiring other stockholders of the Company to surrender their Common Stock
without approval of the stockholders of the Company or (C) directly or indirectly, including through subsidiaries, Affiliates or
otherwise, in one or more related transactions, the issuance of or the entering into any other instrument or transaction structured
in a manner to circumvent, or that circumvents, the intent of this definition in which case this definition shall be construed
and implemented in a manner otherwise than in strict conformity with the terms of this definition to the extent necessary to correct
this definition or any portion of this definition which may be defective or inconsistent with the intended treatment of such instrument
or transaction.


 






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(q)  
“Group” means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined
in Rule 13d-5 thereunder.


 


(r)  
“Note” means the 8.00% Senior Secured Convertible Note issued by the Company.


 


(s)  
“Notice Failure” means a registration statement covering the issuance or resale of the Warrant Shares
that are the subject of the Exercise Notice is not available for the issuance or resale, as applicable, of such Warrant Shares
and (x) the Company fails to promptly, but in no event later than three (3) Business Days after such registration statement becomes
unavailable, so notify the Holder and (y) the Company is unable to deliver such Warrant Shares electronically without any restrictive
legend by crediting such aggregate number of Warrant Shares to the Holder’s or its designee’s balance account with
DTC through its Deposit / Withdrawal At Custodian system.


 


(t)  
“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or
Convertible Securities.


 


(u)  
“Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person,
including such entity whose common stock or equivalent equity security is quoted or listed on an Eligible Market (or, if so elected
by the Holder, any other market, exchange or quotation system), or, if there is more than one such Person or such entity, the Person
or such entity designated by the Holder or in the absence of such designation, such Person or entity with the largest public market
capitalization as of the date of consummation of the Fundamental Transaction or Change of Control.


 






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(v)  
“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation,
a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.


 


(w) “Principal
Market” means The Nasdaq Capital Market.


 


(x)  
“Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days,
for the Company’s primary trading market or quotation system with respect to the Common Stock that is in effect on the date
of receipt of an applicable Exercise Notice.


 


(y)  
“Subject Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person,
Persons or Group.


 


(z)  
“Successor Entity” means one or more Person or Persons (or, if so elected by the Holder, the Company
or Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or Change of Control or one or more Person
or Persons (or, if so elected by the Holder, the Company or the Parent Entity) with which such Fundamental Transaction or Change
of Control shall have been entered into.


 


(aa)           
“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.


 


(bb)          
“Transaction Documents” means any agreement entered into by and between the Company and the Holder, as
applicable.


 


(cc)           
“VWAP Market Disruption Event” means, with respect to any date, (A) the failure by the principal U.S.
national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on
a U.S. national or regional securities exchange, the principal other market on which the Common Stock is then traded, to open for
trading during its regular trading session on such date; or (B) the occurrence or existence, for more than one half hour period
in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted
by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common
Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.


 


(dd)          
“VWAP Trading Day” means a day on which (A) there is no VWAP Market Disruption Event; provided that the
Holder, by written notice to the Company, may waive any such VWAP Market Disruption Event; and (B) trading in the Common Stock
generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if
the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which
the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business
Day.


 






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(ee)           
“Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price
for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the
Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other
time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume
at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the
over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York
time (or such other time as such market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York
time (or such other time as such market publicly announces is the official close of trading), as reported by Bloomberg, or, if
no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest Closing
Bid Price and the lowest closing ask price of any of the market makers for such security as reported in the OTC Link or “pink
sheets” by OTC Markets Group Inc. (formerly Pink OTC Markets Inc.). If the Weighted Average Price cannot be calculated for
a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be
the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved pursuant to Section 11 with the term “Weighted
Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately
adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable
calculation period.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.


 


	 	 	PARETEUM
CORPORATION
	 	 	 	 
	 	 	By:	/s/ Alexander Korff
	 	 	Name:   Alexander Korff
	 	 	Title:     Secretary



 






     


     


    

 


EXHIBIT A


 


EXERCISE NOTICE


 


TO BE EXECUTED BY THE REGISTERED HOLDER
TO EXERCISE THIS


WARRANT TO PURCHASE COMMON STOCK


 


PARETEUM
CORPORATION


The undersigned holder
hereby exercises the right to purchase _________________ shares of Common Stock (“Warrant Shares”) of Pareteum
Corporation, a company organized under the laws of Delaware (the “Company”), evidenced by the attached Warrant
to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.


 


1. Form of Exercise
Price. The Holder intends that payment of the Exercise Price shall be made as:


 


____________a
 “Cash Exercise” with respect to _________________ Warrant Shares; and/or


 


____________a
“Cashless Exercise” with respect to _______________ Warrant Shares.


 


2. Payment of Exercise
Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued
pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance
with the terms of the Warrant.


 


3. Delivery of Warrant
Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant.


 


4. Maximum Percentage
Representation. Notwithstanding anything to the contrary contained herein, this Exercise Notice shall constitute a representation
by the Holder that, after giving effect to the exercise provided for in this Exercise Notice, the Holder (together with the other
Attribution Parties) will not have beneficial ownership of a number of shares of Common Stock in excess of the Maximum Percentage
of the total outstanding shares of Common Stock of the Company as determined pursuant to the provisions of Section 1(f)(1) of the
Warrant and utilizing a Reported Outstanding Share Number (as provided or reported by the Company, as applicable) equal to ______________.


 


	Date: _______________ __, ______	 
	 	 
	 	 
	  Name of Registered Holder	 
	 	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 






     


     


    

 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs [TRANSFER AGENT] to issue the above indicated number of shares of Common Stock
on or prior to the applicable Share Delivery Date.


 


PARETEUM
CORPORATION


 


	 	By:	 	 
	 	 	Name:	 
	 	 	Title: