Exhibit 10.2


 


SECURITIES PURCHASE AGREEMENT


 


This SECURITIES PURCHASE AGREEMENT
(the “Agreement”), dated as of June 8, 2020, is by and among Pareteum Corporation, a Delaware corporation with
offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the “Company”), and each of the
investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.            The Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration
afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506(b) of Regulation
D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the 1933 Act.


 


B.             The Company has authorized a new series of 8.00% Senior Secured Convertible Notes in the form attached hereto as Exhibit
A (the “Convertible Notes”), which Convertible Notes (i) shall be convertible into shares of the Company’s
common stock, par value $0.00001 per share (together with any capital stock into which such common stock shall have been changed
or any share capital resulting from a reclassification of such common stock, the “Common Stock”) (such underlying
shares of Common Stock issuable pursuant to the terms of the Convertible Notes, the “Conversion Shares”).


 


C.             The
Company has authorized the issuance of Warrants to purchase Common Stock in the form attached hereto as Exhibit B
(the “Warrants”), which Warrants shall be exercisable for shares of Common Stock in accordance with the terms
thereof (such underlying shares of Common Stock issuable upon exercise of a Warrant, collectively, the “Warrant Shares”
and, together with the Conversion Shares, the “Underlying Shares”).


 


D.             Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the aggregate
principal amount of Convertible Notes set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.


 


E.              Each Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, the
aggregate number of Warrants set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.


 


F.             At
the Closing (as defined below), the parties hereto shall execute and deliver a Security Agreement, in the form attached hereto
as Exhibit C (the “Security Agreement”), pursuant to which the Company has agreed to grant a
first priority security interest to the holders of the Convertible Notes in substantially all of its assets.


 


G.             At
or before the Closing, the parties set forth on Exhibit D hereto shall execute and deliver a Voting Agreement, in
the form attached hereto as Exhibit E (the “Voting Agreement”), pursuant to which such parties
shall agree to vote their shares of the Company’s Common Stock in favour of providing the Requisite Stockholder Approval
(as defined in the Convertible Notes).


 






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H.            The
Convertible Notes, Warrants Conversion Shares and Warrant Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


		1.	PURCHASE AND SALE OF PURCHASED SECURITIES.



 


(a)           Purchase
of Purchased Securities.  The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly,
agrees to purchase from the Company on the Closing Date (as defined below) the following Securities (collectively, the “Purchased
Securities”):


 


(i)            the
aggregate principal amount of Convertible Notes as is set forth opposite such Buyer’s name in column (3) on the Schedule
of Buyers; and


 


(ii)            a
Warrant exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (5) on
the Schedule of Buyers, at a purchase price equal to $0.13119 per Warrant Share.


 


(b)           Closing.  The closing (the “Closing”) of the purchase of the Purchased Securities by the
Buyers shall occur at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, NY 10022. The date and time of the Closing
(the “Closing Date”) shall be 9:00 a.m., New York time on the date hereof.


 


(c)           Securities
Purchase Price.  The aggregate purchase price for the Purchased Securities to be purchased by each Buyer (the “Purchase
Price”) shall be the amount set forth opposite such Buyer’s name in column (7) on the Schedule of Buyers.


 


(d)           Form of
Initial Payment for Purchased Securities.  On the Closing Date, (i) each Buyer shall pay its respective Purchase
Price to the Company for the Purchased Securities to be issued and sold to such Buyer at the Closing set forth opposite such Buyer’s
name on the Schedule of Buyers on the Closing Date, by wire transfer of immediately available funds in accordance with a letter
on the letterhead of the Company, duly executed by a duly authorized officer of the Company, setting forth the wire amounts of
each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”) and (ii) the
Company shall:


 


(A)            
deliver to each Buyer the aggregate principal amount of Convertible Notes as is set forth opposite such Buyer’s name
in column (3) of the Schedule of Buyers, duly executed on behalf of the Company and registered in the name of such Buyer or its
designee; and


 


(B)             
deliver to each Buyer a Warrant exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s
name in column (5) on the Schedule of Buyers, at a purchase price equal to $0.13119 per Warrant Share,
duly executed on behalf of the Company and registered in the name of such Buyer or its designee.


 






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(e)           Purchase Price Allocation. Each Buyer and the Company agree that the Convertible Notes and the Warrants constitute
an “investment unit” for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”).
The Buyers and the Company mutually agree that the allocation of the issue price of each such investment unit between the Convertible
Notes and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be as
set forth on the Schedule of Buyers, and neither the Buyers nor the Company shall take any position inconsistent with such allocation
on any tax return or in any judicial or administrative proceeding in respect of taxes, except as otherwise required by applicable
law following a “determination” within the meaning of Section 1313(a) of the Code or similar provision of other applicable
law.


 


(f)           Withholding
Rights. Notwithstanding any other provision of the Transaction Documents to the contrary, the Company shall be entitled to
deduct and withhold from any amount otherwise payable with respect to the Purchased Securities or Underlying Shares such amounts
as the Company is required to deduct and withhold under any provision of the Code or any applicable law related to Taxes. Any
such withheld amounts shall be treated for all purposes of this Agreement and the Transaction Documents as having been paid to
the Person in respect of whom such deduction and withholding was made.


 


		2.	BUYER’S REPRESENTATIONS AND WARRANTIES.



 


Each Buyer, severally and not jointly, represents
and warrants to the Company with respect to only itself that, as of the date hereof:


 


(a)           Organization;
Authority.  Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to conduct its business as currently conducted and enter into and to
consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise
to carry out its obligations hereunder and thereunder.


 


(b)           No
Public Sale or Distribution. Such Buyer (i) is acquiring its Convertible Notes and Warrants, and (ii) upon conversion, redemption
or exercise of its Convertible Notes or Warrants, as applicable, will acquire the Underlying Shares issuable upon conversion or
redemption thereof, in each case, for its own account and not with a view towards, or for resale in connection with, the public
sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted under
the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or
warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities
at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such
Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person to distribute any of the
Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other
entity and any Governmental Entity (as defined below) or any department or agency thereof.


 






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(c)           Accredited
Investor Status. At the time such Buyer was offered the Securities, it was and, as of the date hereof, such Buyer is an “accredited
investor” as that term is defined in Rule 501(a) of Regulation D.


 


(d)           Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part
upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


 


(e)           Information. Such Buyer and its advisors, if any, have been furnished with all materials relating to the business,
finances and operations of the Company and materials relating to the offer and sale of the Securities that have been requested
by such Buyer. Such Buyer and its advisors, if any, have had (i) the opportunity to review the Transaction Documents and the SEC
Documents (as defined below) and has been afforded the opportunity to ask such questions of the Company as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition,
results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii)
the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or
expense that is necessary to make an informed investment decision with respect to the investment. Neither such inquiries nor any
other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend
or affect such Buyer’s right to rely on the Company’s representations and warranties contained herein. Such Buyer understands
that its investment in the Securities involves a high degree of risk. Such Buyer acknowledges that it can bear the economic risk
and complete loss of its investment in the Securities and has such knowledge and experience in financial or business matters that
it is capable of evaluating the merits and risks of the investment contemplated hereby. Such Buyer did not learn of the investment
in the Securities as a result of any general solicitation or general advertising. Such Buyer has sought such accounting, legal
and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities.
Such Buyer is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, except for
statements, representations and warranties contained in this Agreement, in making its investment or decision to invest in the Company.


 


(f)           No
Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental
agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment
in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.


 






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(g)          Transfer
or Resale. Such Buyer understands that: (i) the Securities have not been and are not being registered under the 1933 Act or
any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder,
(B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel with expertise in U.S.
federal securities laws, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned
or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides
the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the
Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is
not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made)
may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption
under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; provided, that, from and after the date that
is six (6) months following the date hereof, at the request of any Buyer, the Company shall, if the Company is then in compliance
with Section 4(c) hereof, deliver to such Buyer or the Company’s transfer agent, as applicable, an opinion of counsel to
the Company, at the Company’s expense and in a form reasonably acceptable to such Buyer, that (i) adequate public information
with respect to the Company is then available (within the meaning of Rule 144(c)) and (ii) that a sale of the Securities may otherwise
be made in accordance with the terms of Rule 144; and (iii) neither the Company nor any other Person is under any obligation to
register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption
thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other
loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale
or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company
with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document
(as defined in Section 3(b)), including, without limitation, this Section 2(g).


 


(h)          Validity;
Enforcement.  This Agreement, the Security Agreement and the Security Documents (as defined in the Security Agreement)
have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and
binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability
may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.


 


(i)           No
Conflicts.  The execution, delivery and performance by such Buyer of this Agreement, the Security Agreement and the Security
Documents and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a
violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration
or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer,
except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not,
individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform
its obligations hereunder.


 






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(j)           No
Bad Actor Disqualification Event.  Such Buyer represents, after reasonable inquiry, that none of the “Bad Actor”
disqualifying events described in Rule 506(d)(l)(i) to (viii) under the 1933 Act (a “Disqualification Event”)
is applicable to such Buyer or any of its Rule 506(d) Related Parties (if any). “Rule 506(d) Related Party”
means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).


 


		3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY.



 


The Company represents and warrants to each
of the Buyers that, as of the date hereof:


 


(a)           Organization
and Qualification.  Each of the Company and each of its Subsidiaries are entities duly organized and validly existing
and in good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to
own their properties and to carry on their business as now being conducted.  Each of the Company and each of its Subsidiaries
is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property
or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be
so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect (as defined below). 
As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business,
properties, assets, liabilities, operations (including results thereof), or condition (financial or otherwise) of the Company
and its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents
or any other agreements or instruments to be entered into in connection herewith or therewith or (iii) the authority or ability
of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents. 
Other than the Persons (as defined below) set forth on Schedule 3(a) (the “Significant Subsidiaries”
and each is individually referred to herein as a “Significant Subsidiary”), the Company has no significant
Subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X.  “Subsidiaries” means any
Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar
interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person,
and each of the foregoing, is individually referred to herein as a “Subsidiary.”


 






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(b)          Authorization;
Enforcement; Validity.  The Company has the requisite power and authority to enter into and perform its obligations under
this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. 
Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents
to which it is a party.  The execution and delivery of this Agreement and the other Transaction Documents by the Company,
and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Convertible Notes and Warrants, the reservation for issuance and issuance of the Underlying Shares
issuable upon conversion, redemption or exercise of the Convertible Notes and Warrants, as applicable) have been duly authorized
by the Company’s board of directors (the “Board of Directors”), and (other than (i)  any filings
as may be required by any state securities agencies and (ii) a Listing of Additional Shares Notification with the Principal
Market (as defined below) (collectively, the “Required Filings”)) no further filing, consent or authorization
is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body. 
This Agreement and the other Transaction Documents have been duly executed and delivered by the Company, and each constitutes
the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms,
except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights
and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. 
 “Transaction Documents” means, collectively, this Agreement, the Convertible Notes, the Warrants, the Security
Agreement, the Security Documents, the Voting Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each
of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions
contemplated hereby and thereby, as may be amended from time to time.


 


(c)           Issuance of Securities.  The issuance of the Securities is duly authorized and when issued and delivered in
accordance with the terms of the Transaction Documents the Securities shall be validly issued, fully paid and non-assessable and
free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal,
encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance
thereof.  As of the Closing, the Company shall have reserved from its duly authorized capital stock not less than (i) a number
of shares of Common Stock equal to (1) the then outstanding principal amount of the Notes plus accrued and unpaid interest on the
Notes divided by (2) the Floor Price (as defined in the Notes), and (ii) fifteen million (15,000,000) shares of Common Stock
to satisfy the Company’s obligation to issue shares of Common Stock under the Warrants.  Upon issuance in accordance
with the Convertible Notes or Warrants, as applicable, the Underlying Shares when issued, will be validly issued, fully paid and
nonassessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being
entitled to all rights accorded to a holder of Common Stock. Subject to the accuracy of the representations and warranties of the
Buyers in the Transaction Documents, the offer and issuance by the Company of the Securities is exempt from registration under
the 1933 Act.


 


(d)          No Conflicts.  The execution, delivery and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Convertible
Notes, Warrants and the Underlying Shares and the reservation for issuance of the Underlying Shares) will not (i) result in
a violation of the Certificate of Incorporation (as defined below), Bylaws (as defined below), certificate of formation, memorandum
of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or
any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default
(or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights
of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any
of its Subsidiaries is a party , or (iii) assuming the accuracy of the representations and warranties in Section 2, result
in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state
securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)
and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its
Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, assuming, with respect
to clauses (ii) and (iii) above, the making of the Required Filings and except in the case of clauses (ii) and (iii)
above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have
a Material Adverse Effect.


 






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(e)           Consents. 
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or
registration with (other than the Required Filings and such consents, authorizations, filings or registrations the absence of
which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), any Governmental
Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its
respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or
thereof.  To the Company’s knowledge, other than the Required Filings, all consents, authorizations, orders, filings
and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been obtained
or effected on or prior to the Closing Date, and, to the Company's knowledge, neither the Company nor any of its Subsidiaries
are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting
any of the registration, application or filings contemplated by the Transaction Documents.  Except as set forth on Schedule
3(e), the Company is not in violation of the requirements of the Principal Market and has no knowledge of any facts or circumstances
which could reasonably lead to delisting or suspension of the Common Stock.  “Governmental Entity” means
any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local,
municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental
agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body
exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority
or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a
government or a public international organization or any of the foregoing. Where used under this Agreement with respect to the
Company, the term “knowledge” shall mean the actual knowledge of Bart Weijermars, Alexander Korff and/or Laura
W. Thomas after due and reasonable inquiry.


 






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(f)           Acknowledgment
Regarding Buyer’s Purchase of Securities.  The Company acknowledges and agrees that each Buyer is acting solely
in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated
hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, (ii) to
the Company's knowledge an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or
(iii) to the Company's knowledge, a “beneficial owner” of more than 10% of the shares of Common Stock (as defined
for purposes of Rule 13d-3 of Securities Exchange Act of 1934, as amended (the “1934 Act”)).  The
Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries
(or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and
any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions
contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities.  The Company further
represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents
to which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective
representatives.


 


(g)          No
General Solicitation; No Placement Agent.  Neither the Company, nor any of its Subsidiaries or affiliates, nor any Person
acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation
D) in connection with the offer or sale of the Securities. Neither the Company nor any of its Subsidiaries has engaged any placement
agent or other agent in connection with the offer or sale of the Securities. The Company shall pay, and hold each Buyer harmless
against, any liability, loss or expense (including, without limitation, attorney’s fees and reasonable and documented out-of-pocket
expenses) arising in connection with any claim for the payment of any placement agent’s fees, financial advisory fees, or
brokers’ commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated
hereby. Schedule 3(g) sets forth all placement agent’s fees, financial advisory fees, brokers’ commissions
and any other payments that will become owed, due and/or payable upon the closing of, or relating to or arising out of, the transactions
contemplated hereby (other than for Persons engaged by any Buyer) that are payable by the Company or any of its Subsidiaries.


 


(h)          No
Integrated Offering.  None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their
behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration
with prior offerings or otherwise, or cause this offering of the Securities to require approval of stockholders of the Company
in connection with the offering of the Securities for purposes of the 1933 Act or under any applicable stockholder approval provisions,
including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any
of the securities of the Company are listed or designated for quotation.  None of the Company, its Subsidiaries, their affiliates
nor any Person acting on their behalf will take any action or steps that would require registration of the issuance of any of
the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities
of the Company.


 


(i)            Dilutive
Effect.  The Company understands and acknowledges that the number of Underlying Shares will increase in certain circumstances. 
The Company further acknowledges that its obligation to issue the Underlying Shares pursuant to the terms of the Convertible Notes
and Warrants in accordance with this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other stockholders of the Company.


 






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(j)           Application
of Takeover Protections.  The Company and its Board of Directors have taken all necessary action, if any, in order to
render inapplicable any control share acquisition, interested stockholder, business combination, poison pill, stockholder rights
plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents
or the laws of the jurisdiction of its incorporation which is or could become applicable to any Buyer as a result of the
transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and
any Buyer’s ownership of the Securities. 


 


(k)           Financial
Statements.  Except as set forth on Schedule 3(k):


 


(i)            during the one (1) year prior to the date hereof, the Company has timely 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) (all of the foregoing filed prior to the date hereof
and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated
by reference therein being hereinafter referred to as the “SEC Documents”);


 


(ii)           the
Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies
of each of the SEC Documents not available on the EDGAR system; 


 


(iii)          as
of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and
regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading; 


 


(iv)          as
of their respective dates, the financial statements of the Company included in the SEC Documents (including, without limitation,
any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the
 “Financial Statements”) complied in all material respects with applicable accounting requirements and the published
rules and regulations of the SEC with respect thereto as in effect as of the time of filing, and such financial statements
have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied,
during the periods involved (except (x) as may be otherwise indicated in such financial statements or the notes thereto,
or (y) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary
statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end
audit adjustments which will not be material, either individually or in the aggregate). 


 






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(v)           the Company is not currently contemplating to amend or restate any of the Financial Statements, nor is the Company currently
aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case,
in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the
SEC; and


 


(vi)          the Company has not been informed by its independent accountants that they recommend that the Company amend or restate any
of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.


 


(l)           Absence
of Certain Changes.  Since the date of the Company’s most recent audited financial statements contained in a Form 10-K,
except as specifically set forth on Schedule 3(l) or in a subsequent SEC Document filed prior to the date hereof:


 


(i)            there
has been no material adverse change and no material adverse development in the business, assets, liabilities, properties, operations
(including results thereof) or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole;


 


(ii)           neither
the Company nor any of its Subsidiaries has (a) declared or paid any dividends to any Person other than the Company or a
Subsidiary, (b) sold any assets, individually or in the aggregate, in excess of $250,000, or (c) made any capital expenditures,
individually or in the aggregate, in excess of $250,000; and


 


(iii)          neither
the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, receivership, liquidation or winding up, nor, to the Company’s knowledge, do any of their respective
creditors intend to initiate involuntary bankruptcy proceedings nor, to the Company's actual knowledge is there any fact which
would reasonably lead a creditor to do so. 


 


(iv)          neither
the Company nor any of its Subsidiaries has made any revaluation of any of their respective assets, including, without limitation,
writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in
the ordinary course of business. 


 


(m)          Insolvency.
The Company and its Subsidiaries, on a consolidated basis, are not as of the date hereof, and after giving effect to the transactions
contemplated hereby to occur at the Closing, will not be Insolvent (as defined below).  For purposes of this Section 3(m),
 “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the
present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay
the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries
are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute
and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond
their ability to pay as such debts mature, and (ii) except as disclosed on Schedule 3(m), with respect to the Company and
each Subsidiary, individually, (A) the present fair saleable value of the Company’s or each such Subsidiary’s (as
the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or each such
Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise,
as such debts and liabilities become absolute and matured or (C) the Company or each such Subsidiary (as the case may be) intends
to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.


 






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(n)           Regulatory Permits.  Except as disclosed on Schedule 3(n), during the two years prior to the date hereof,
(i) the Common Stock has been listed or designated for quotation on the Principal Market, (ii) trading in the Common
Stock has not been suspended by the SEC or the Principal Market and (iii) the Company has received no communication, written or
oral, from the SEC or the Principal Market regarding the suspension or delisting of the Common Stock from the Principal Market. 
The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory
authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations
or permits would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect (the “Material
Permits”), and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation
or modification of any Material Permit.


 


(o)           Foreign
Corrupt Practices.  Neither the Company, any of the Subsidiaries, nor, any director, officer, employee thereof nor, to
the Company’s knowledge, any agent or any other person acting for or on behalf of the foregoing (individually and collectively,
a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery
or anti-corruption laws, nor, to the Company’s knowledge, has any Company Affiliate offered, paid, promised to pay, or authorized
the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer,
employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof
or to any candidate for political office (individually and collectively, a “Government Official”) or to any
person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such
money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose
of:


 


(i)            (A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such
Government Official to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage,
or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or


 


(ii)           assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 






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(p)           Sarbanes-Oxley
Act.  Except as set forth on Schedule 3(p), the Company and each Subsidiary is in material compliance with
any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, and any and all applicable rules and regulations
promulgated by the SEC thereunder.


 


(q)          Transactions
With Affiliates.  Except as set forth on Schedule 3(q) or as disclosed on SEC Documents, no current or former
employee, partner, director, officer or shareholder (direct or indirect) of the Company or its Subsidiaries (other than the Company
or any Subsidiaries), or, to the Company's knowledge, no associate or affiliate of any thereof (other than the Company or any
Subsidiaries), or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently, or
has been, since January 1, 2017, (i) a party to any transaction with the Company or its Subsidiaries (including any contract,
agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise
requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative Subsidiaries (other
than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the
direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor,
supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5%
of the common stock or ordinary shares, as applicable, of a company whose securities are traded on or quoted through the Principal
Market), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the
business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No such employee, officer,
shareholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the
Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make
loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement
for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits made generally available
to all employees or executives (including share option agreements outstanding under any share option plan approved by the Board
of Directors of the Company).


 


(r)            Equity Capitalization.


 


(i)           Authorized
and Outstanding Capital Stock.  As of the date hereof, the authorized capital stock of the Company consists of (A) 500,000,000
shares of Common Stock, of which, 138,820,058 are issued and outstanding and 7,440,959 shares are reserved for issuance pursuant
to Convertible Securities (as defined in the Convertible Notes) (other than the Convertible Notes and Warrants) exercisable or
exchangeable for, or convertible into, shares of Common Stock and (B)  50,000,000 shares of Preferred Stock, 142.8295125
of which are issued and outstanding.  No shares of Common Stock are held in the treasury of the Company.


 






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(ii)          Valid
Issuance; Available Shares; Affiliates.  All of such outstanding shares are duly authorized and have been, or upon issuance
will be, validly issued and are fully paid and nonassessable.  Schedule 3(r)(ii) sets forth the number of shares
of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (other than the Convertible Notes and
Warrants) and (B) that are, as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405
of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least 10% of the Company’s
issued and outstanding Common Stock are “affiliates” without conceding that any such Persons are “affiliates”
for purposes of federal securities laws) of the Company or any of its Subsidiaries.  To the Company’s knowledge, no
Person owns 10% or more of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption
that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as
the case may be) taking account any limitations on exercise or conversion (including “blockers”) contained therein
without conceding that such identified Person is a 10% stockholder for purposes of federal securities laws).


 


(iii)          Existing Securities; Obligations.  Except as set forth on Schedule 3(r)(iii): (A) none of the Company’s
or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens
suffered or permitted by the Company or any Subsidiary; (B) other than stock options and restricted stock awarded to employees
of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents,
there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating
to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its
Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries
or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities
or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of
its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated
to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities or instruments
of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments,
understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the
Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions
that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation
rights or “phantom stock” plans or agreements or any similar plan or agreement. Set forth on Schedule 3(r)(iii)
is a description of all material terms of the Company’s outstanding preferred stock.


 


(iv)         Organizational
Documents.  The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate
of Incorporation, as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and
the Company’s bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the material
terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.


 






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(s)           Indebtedness and Other Contracts.  Except as set forth on Schedule 3(s), neither the Company nor any
of its Subsidiaries (i) has any material outstanding debt securities, notes, credit agreements, credit facilities or other
agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company
or any of its Subsidiaries is or may become bound, (ii) has any financing statements securing obligations in any amounts filed
in connection with the Company or any of its Subsidiaries; (iii) is in violation of any term of, or in default under, any
contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually
or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to
any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material
Adverse Effect.  Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed
in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s
or its Subsidiaries’ respective businesses consistent with past practices and which, individually or in the aggregate, do
not or could not have a Material Adverse Effect.  For purposes of this Agreement:  (x) “Indebtedness”
has the meaning set forth in the Convertible Notes; and (y) “Contingent Obligation” means, as to any Person,
any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or
other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect
thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss
with respect thereto.


 


(t)            Litigation. 
Except as set forth on Schedule 3(t), there is no material action, suit, arbitration, proceeding, or, to the Company's
knowledge, inquiry or investigation before or by the Principal Market, any court, public board, other Governmental Entity, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries,
the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal
nature or otherwise, in their capacities as such, except as set forth in Schedule 3(t).  To the knowledge of the Company,
no director, officer or employee of the Company or any of its Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged
in spoliation in reasonable anticipation of litigation.  Without limitation of the foregoing, except as set forth on Schedule
3(t), there has not been, and to the knowledge of the Company, there is not pending, contemplated or anticipated, any inquiry
or investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the
Company or any of its Subsidiaries.  The SEC has not issued any stop order or other order suspending the effectiveness of
any registration statement filed by the Company under the 1933 Act or the 1934 Act.  After reasonable inquiry of its officers
(as defined in Rule 16a-1(f) promulgated under the 1934 Act) and members of its Board of Directors, except as set forth
on Schedule 3(t), to the Company’s knowledge there is no fact which might result in or form the basis for any such
action, suit, arbitration, investigation, inquiry or other proceeding.  Neither the Company nor any of its Subsidiaries is
subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.


 






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(u)           Insurance.  The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility
against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses
in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance
coverage sought or applied for, and neither the Company nor any of its Subsidiaries has any reason to believe that it will be unable
to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.


 


(v)           Employee Relations.  Except as set forth on Schedule 3(v), neither the Company nor any of its U.S. Subsidiaries
is a party to any collective bargaining agreement or employs any member of a union.  The Company and its Subsidiaries believe
that their relations with their employees are good.  No executive officer (as defined in Rule 501(f) promulgated
under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary
that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with
the Company or any such Subsidiary.  To the knowledge of the Company, no executive officer or other key employee of the Company
or any of its Subsidiaries is, or is now expected to be, in violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive
covenant, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject
the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters.  The Company and its
Subsidiaries are in material compliance with all applicable federal, state, local and foreign laws and regulations respecting labor,
employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure
to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect.


 


(w)         Title.
Each of the Company and its Subsidiaries holds good title, or a valid leasehold interests in, to all real property, leases in
real property, facilities or other interests in real property owned or held by the Company or any of its Subsidiaries that is
material to the business of the Company (the “Real Property”).  The Real Property is free and clear of
all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations
of any nature except for (a) Liens for current taxes not yet due and payable, (b) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject thereto and (c) those that are not likely to result
in a Material Adverse Effect.  Any Real Property held under lease by the Company or any of its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect
with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 


(x)           Fixtures and Equipment.  Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid
leasehold interest in, all material tangible personal property, equipment, improvements, fixtures, and other personal property
and appurtenances that are used by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures
and Equipment”). Each of the Company’s and its Subsidiary’s Fixtures and Equipment are structurally sound,
are in good operating condition and repair, are adequate for the uses to which they are being put, are not in need of maintenance
or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or
its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the Closing. Except as set forth on Schedule
3(x), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for
(i) Liens for current taxes not yet due and payable, (ii) zoning laws and other land use restrictions that do not impair the present
or anticipated use of the property subject thereto and (iii) other Permitted Liens (as defined in the Convertible Notes).


 






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(y)           Intellectual Property Rights.  Except as set forth on Schedule 3(y), the Company and its Subsidiaries
own or possess adequate rights or licenses to use all trademarks, trade names, service marks, service mark registrations, service
names, original works of authorship, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations,
trade secrets and other intellectual property rights and all applications and registrations therefor (“Intellectual Property
Rights”) necessary to conduct their respective businesses as now conducted.  The Company does not have any knowledge
of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others.  There is no claim, action
or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the
Company or any of its Subsidiaries regarding its Intellectual Property Rights, except where such claim, action or proceeding is
not reasonably likely to result in a Material Adverse Effect.  Neither the Company nor any of its Subsidiaries has received
any notice alleging any such infringement or claim, action or proceeding.


 


(z)            Environmental
Laws.  (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental Laws (as defined
below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to
conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license or
approval where, except in each of the foregoing clauses (A), (B) and (C), where the failure to so comply or having such permits,
licenses or other approval would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. 
The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection
of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface
strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals,
pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”)
into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport
or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments,
licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.


 


(i)            No Hazardous Materials:


 


(A)            
to the Company’s knowledge, have been disposed of or otherwise released from any Real Property of the Company or any
of its Subsidiaries in violation of any Environmental Laws; or


 






    17


     


    

 


(B)             
to the Company’s knowledge, are present on, over, beneath, in or upon any Real Property or any portion thereof in
quantities that would constitute a violation of any Environmental Laws.  No prior use by the Company or any of its Subsidiaries
of any Real Property has occurred that violates any Environmental Laws, which violation would have a material adverse effect on
the business of the Company or any of its Subsidiaries.


 


(ii)          To
the Company’s knowledge, neither the Company nor any of its Subsidiaries knows of any other person who or entity which has
stored, treated, recycled, disposed of or otherwise located on any Real Property any Hazardous Materials, including, without limitation,
such substances as asbestos and polychlorinated biphenyls.


 


(iii)         To
the knowledge of the Company, none of the Real Property is on any federal or state “Superfund” list or Liability Information
System (“CERCLIS”) list or any state environmental agency list of sites under consideration for CERCLIS, nor
subject to any environmental related Liens.


 


(aa)        Tax
Status.  The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income
and all other tax returns, reports and declarations required by any jurisdiction to which it is subject through the date of this
Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate,
have a Material Adverse Effect) and (ii) has timely paid all taxes and other governmental assessments and charges that are
material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good
faith and for which reserves required by GAAP have been created in the financial statements of the Company or for cases in which
the failure to pay would not have a Material Adverse Effect.  There is no tax deficiency that has been determined adversely
to the Company or any of its Subsidiaries which has had a Material Adverse Effect, nor does the Company or its Subsidiaries have
any knowledge or notice of any tax deficiency which could reasonably be expected to be determined adversely to the Company or
its Subsidiaries and which could reasonably be expected to have a Material Adverse Effect.


 


(bb)        Internal
Accounting and Disclosure Controls.  Except as disclosed in Schedule 3(bb), the Company and each of its Subsidiaries
maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that
is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with
management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation
of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets
or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the
recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals
and appropriate action is taken with respect to any difference.  Except as disclosed in Schedule 3(bb), the Company
maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are
effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the
SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management,
including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow
timely decisions regarding required disclosure.  Except as disclosed in Schedule 3(bb) or in the SEC Documents, since
the filing of the Annual Report on Form 10-K for the year ended December 31, 2018, neither the Company nor any of its Subsidiaries
has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material
weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its
Subsidiaries.


 






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(cc)         Off
Balance Sheet Arrangements.  There is no transaction, arrangement, or other relationship between the Company or any of
its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its
1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)        Investment Company Status.  The Company is not, and upon consummation of the sale of the Securities will not
be, an “investment company,” or a company controlled by an “investment company” as such term is defined
in the Investment Company Act of 1940, as amended.


 


(ee)        Acknowledgement
Regarding Buyers’ Trading Activity.  It is understood and acknowledged by the Company that (i) following the
public disclosure of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of
the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any
of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing
or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued
by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative”
transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in
the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction
Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty
in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver
shares of Common Stock as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common
Stock of the Company.  The Company further understands and acknowledges that following the public disclosure of the transactions
contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers may engage in hedging
and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock)
at various times during the period that the Securities are outstanding, including, without limitation, during the periods that
the value and/or number of the Underlying Shares deliverable with respect to the Securities are being determined and such hedging
and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock),
if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the
hedging and/or trading activities are being conducted.  The Company acknowledges that such aforementioned hedging and/or
trading activities do not constitute a breach of this Agreement, the Convertible Notes, the Warrants or any other Transaction
Document or any of the documents executed in connection herewith or therewith.


 






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(ff)           Manipulation
of Price.  Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting
on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or
manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of
the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
(iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the
Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities
of the Company or any of its Subsidiaries.


 


(gg)         U.S.
Real Property Holding Corporation.  Neither the Company nor any of its Subsidiaries is or has ever been, and so long
as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning
of Section 897(c)(2) of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.


 


(hh)        Transfer
Taxes.  All present or future transfer, stamp, registration, court or documentary, recording, filing or other similar
taxes (other than taxes imposed on or measured by net income (however denominated)) which are required to be paid by the Company
in connection with the issuance, registration, sale or transfer of the Securities to be sold to each Buyer hereunder will be,
or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied
with in all material respects.


 


(ii)           Bank
Holding Company Act.  Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956,
as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”).  Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent
(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity
of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.  Neither the Company nor any
of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject
to the BHCA and to regulation by the Federal Reserve.


 


(jj)           Illegal or Unauthorized Payments; Political Contributions.  Neither the Company nor any of its Subsidiaries
nor, to the best of the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers,
directors, employees, agents or other representatives of the Company or any of its Subsidiaries or affiliates, has, directly or
indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention
of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or
any aspirant to any elective or appointive public office to influence official action or secure an improper advantage, except for
personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 






    20


     


    

 


(kk)         Money
Laundering.  The operations of the Company and its Subsidiaries are and have been conducted at all times in material
compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations,
including, without limitation, the laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office
of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled,
 “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism”
(66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V.


 


(ll)           Management. 
During the past five year period, no current or former officer or director, to the knowledge of the Company, has been the subject
of:


 


(i)            a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


 


(ii)           a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do
not relate to driving while intoxicated or driving under the influence);


 


(iii)          any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)              
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker,
leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated
person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;


 


(2)              
Engaging in any particular type of business practice; or


 


(3)              
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any
violation of securities laws or commodities laws;


 


(iv)          any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise
limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph,
or to be associated with persons engaged in any such activity;


 






    21


     


    

 






(v)             
a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)            
a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have
violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended
or vacated.


 


(mm)         
Stock Option Plans.  Each stock option granted by the Company was granted (i) in accordance with the terms
of the applicable stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value
of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law.  To the Company’s
knowledge, no stock option granted under the Company’s stock option plan has been backdated.  To the Company's knowledge,
the Company has not granted, and there is no and has been no policy or practice of the Company to grant, stock options prior to,
or otherwise coordinate the grant of stock options with, the release or other public announcement of material information regarding
the Company or its Subsidiaries or their financial results or prospects.


 


(nn)          
Cybersecurity.  The Company and its Subsidiaries’ information technology assets and equipment, computers,
systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are
adequate for, and operate and perform in all material respects as required in connection with the operation of the business of
the Company and its subsidiaries as currently conducted, free and clear of all material bugs, errors, defects, Trojan horses, time
bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable
physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential
information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal
Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name,
street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s
license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which
would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal
data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv)
any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability
Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”);
and (v) any other piece of information that allows the identification of such natural person, or his or her family, or permits
the collection or analysis of any data related to an identified person’s health or sexual orientation. There have been no
material breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without
material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating
to the same. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all
judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies
and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such
IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.


 






    22


     


    

 


(oo)          
Compliance with Data Privacy Laws.  The Company and its Subsidiaries are, and at all prior times were, in material
compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA,
and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018,
have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”). To
ensure compliance with the Privacy Laws, the Company and its Subsidiaries have in place, comply with, and take appropriate steps
reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and
security and the collection, storage, use, disclosure, handling, and analysis of Personal Data (the “Policies”).
The Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory
rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been
inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. To the Company's
knowledge, neither the Company nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating
to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably
be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation,
or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any
obligation or liability under any Privacy Law.


 


(pp)          
No Disqualification Event.  With respect to Securities to be offered and sold hereunder in reliance on Rule
506(b) under the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated
issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, or, to
the Company’s knowledge, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities,
calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with
the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer
Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2)
or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification
Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished
to the Buyers a copy of any disclosures provided thereunder.


 


(qq)          
Other Covered Persons.  The Company is not aware of any Person that has been or will be paid (directly or indirectly)
remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.


 


(rr)            
No Additional Agreements.  The Company does not have any agreement or understanding with any Buyer with respect
to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 






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(ss)           
Disclosure.  The Company confirms that neither it nor any other Person acting on its behalf has provided any
of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material,
non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated
by this Agreement and the other Transaction Documents.  The Company understands and confirms that each of the Buyers will
rely on the foregoing representations in effecting transactions in securities of the Company.  The Company acknowledges and
agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other
than those specifically set forth in Section 2. Except for the representations and warranties contained in this Section 3
(including the related portions of the disclosure schedules), neither the Company nor any other Person has made or makes any other
express or implied representation or warranty, either written or oral, on behalf of the Company.


 


		4.	COVENANTS.



 


(a)             
Blue Sky.  Without limiting any other obligation of the Company under this Agreement, the Company shall timely
make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including,
without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall
comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering
and sale of the Securities to the Buyers.


 


(b)            
Reporting Status.  Commencing on October 31, 2020 and continuing until the earlier of (i) the date upon which
the Buyers shall have sold all of the Securities and (ii) the one-year anniversary of the later of (x) the full conversion or redemption
of the Convertible Note and (y) exercise or other termination of the Warrants (the “Reporting Period”), the
Company shall timely file all reports required to be filed with the SEC pursuant to 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), and the Company
shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations
thereunder would no longer require or otherwise permit such termination.


 


(c)             
Use of Proceeds.  The Company will use the net proceeds from the sale of the Securities for general corporate
purposes, but not, directly or indirectly, for (i) the redemption or repurchase of any securities of the Company or any of its
Subsidiaries or repayment of any Indebtedness or (ii) the settlement of any outstanding litigation in an aggregate amount above
$250,000.


 






    24


     


    

 


(d)            
Financial Information.  The Company agrees to send the following to each Buyer during the Reporting Period (i)
unless the following are filed with the SEC through EDGAR and are available to the public through the EDGAR system, within one
(1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash
flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on
Form S-8 or Form S-4) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through
EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the
release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following
are filed with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of
the Company generally, contemporaneously with the making available or giving thereof to the stockholders. As used herein “Business
Day” means any day other than a Saturday, a Sunday or any day on which commercial banks in The City of New York are authorized
or required by law or executive order to close or be closed; provided, however, for clarification, commercial banks in The City
of New York shall not be deemed to be authorized or required by law or executive order to close or be closed due to “stay
at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions
or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds
transfer systems (including for wire transfers) of commercial banks in The City of New York are open for use by customers on such
day.


 


(e)            
Listing.  The Company shall promptly secure the listing or designation for quotation (as the case may be) of
the Underlying Shares upon each national securities exchange and automated quotation system, if any, upon which the Common Stock
is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such
listing or designation for quotation (as the case may be) of Underlying Shares from time to time issuable under the terms of the
Transaction Documents on such national securities exchange or automated quotation system.  The Company shall maintain the
Common Stock’s listing or authorization for quotation (as the case may be) on the Principal Market.  Neither the Company
nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of
the Common Stock on the Principal Market.  The Company shall pay all fees and expenses in connection with satisfying its obligations
under this Section 4(e).


 


(f)             
Fees. The Company shall pay for the reasonable documented due diligence and legal fees and expenses incurred
by the Buyers in connection with the documentation, negotiation, and closing of the transactions contemplated by the Transaction
Documents, including, without limitation, all reasonable legal fees and disbursements of Latham & Watkins LLP, counsel to the
lead Buyer, and due diligence and regulatory filings in connection therewith (the “Transaction Expenses”) and
such Transaction Expenses, to the extent they have not already been paid to the Buyer, may be withheld by the lead Buyer from its
Purchase Price at the Closing. The Company shall be responsible for the payment of any placement agent’s fees, financial
advisory fees, transfer agent fees, The Depository Trust Company (“DTC”) fees or broker’s commissions
(other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby.  The Company
shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’
fees and reasonable and documented out-of-pocket expenses) arising in connection with any claim relating to any such payment. 
Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection
with the sale of the Securities to the Buyers.


 






    25


     


    

 


(g)            
Pledge of Securities.  Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges
and agrees that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing
arrangement that is secured by the Securities.  The pledge of Securities shall not be deemed to be a transfer, sale or assignment
of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice
thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including,
without limitation, Section 2(g) hereof; provided that a Buyer and its pledgee shall be required to comply with the provisions
of Section 2(g) hereof in order to effect a sale, transfer or assignment of Securities to such pledgee.  The Company hereby
agrees to execute and deliver such documentation as such pledgee of the Securities may reasonably request in connection with a
pledge of the Securities to such pledgee by a Buyer.


 


(h)            
Disclosure of Transactions and Other Material Information.


 


(i)              
Disclosure of Transaction.  The Company shall, on or before 9:15 a.m., New York time, on the date of this
Agreement, issue a press release (the “Press Release”) reasonably acceptable to the lead Buyer disclosing all
the material terms of the transactions contemplated by the Transaction Documents.  No later than 5:30 p.m., New York time,
on the fourth (4th) Business Day after the date of this Agreement, the Company shall file
a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents
in the form required by the 1934 Act and attaching all the material Transaction Documents (the “8-K Filing”). 
From and after the issuance of the Press Release, the Company shall have disclosed all material, non-public information (if any)
provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees
or agents in connection with the transactions contemplated by the Transaction Documents.  In addition, effective upon the
issuance of the Press Release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.


 


(ii)             
Limitations on Disclosure.  Other than as required under the Transaction Documents (but subject to any other
disclosure obligations of the Company with respect thereto), the Company shall not, and the Company shall cause each of its Subsidiaries
and each of its and their respective officers, directors, employees and agents not to, provide any Buyer with any material, non-public
information regarding the Company or any of its Subsidiaries from and after the date hereof unless prior thereto such Buyer shall
have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. 
To the extent that the Company delivers any material, non-public information to a Buyer without such Buyer’s prior written
consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality with respect to, or
a duty not to trade on the basis of, such material, non-public information, provided that the Buyer shall remain subject to applicable
law.  Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer shall issue any press releases or any
other public statements with respect to the transactions contemplated hereby; provided, however, the Company shall be entitled,
without the prior approval of any Buyer, to make the Press Release and any press release or other public disclosure with respect
to such transactions (i) in substantial conformity with the 8-K Filing and contemporaneously therewith and (ii) as is
required by applicable law and regulations (provided that in the case of clause (i) above, the lead Buyer shall be consulted
(but shall not have a consent right) by the Company in connection with any such press release or other public disclosure prior
to its release).  Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s
sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such
Buyer in any filing, announcement, release or otherwise, except in the 8-K filing and as otherwise may be required by applicable
law.  Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would
otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by a particular
Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it
being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality with respect
to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.


 






    26


     


    

 


(i)              
Additional Issuance of Securities. 


 


(i)             
So long as any Convertible Notes or Warrants remain outstanding, the Company will not, without the prior written consent
of the Required Holders (as defined below), issue any Convertible Notes or Warrants (other than to the Buyers as contemplated hereby)
and the Company shall not issue any other securities that would cause a breach or default under the Convertible Notes or Warrants.
The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the date upon
which the Company has for the prior 90 calendar day period filed the financial statement restatements set forth on Schedule
3(k) and 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
 “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly (i) issue,
offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant of any
option or right to purchase or other disposition of) any equity security or any equity-linked or related security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any
Convertible Securities, any preferred stock or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement
(whether occurring during the Restricted Period or at any time thereafter) is referred to as a “Subsequent Placement”)
or (ii) submit or file any registration statement under the 1933 Act in respect of any of the foregoing.  Notwithstanding
the foregoing, this Section 4(i)(i) shall not apply during the Restricted Period in respect of the issuance of Excluded
Securities (as defined in the Convertible Notes). 


 


(ii)             
In addition, so long as any Convertible Notes or Warrants remain outstanding, the Company and each Subsidiary shall be prohibited
from effecting, or entering into an agreement to effect, any Subsequent Placement involving a Variable Rate Transaction or any
Convertible Notes issued hereunder. “Variable Rate Transaction” means a transaction in which the Company or
any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion, exercise or exchange rate or other price
that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the
initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price that is subject to being
reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent
events directly or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to
a customary “weighted average” anti-dilution provision or customary adjustments for stock splits, stock dividends,
stock combinations, recapitalizations and similar events or (ii) enters into any agreement (including, without limitation, an equity
line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary may sell securities at a future
determined price (other than standard and customary “preemptive” or “participation” rights).


 


(iii)           
Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any issuance
prohibited by this Section 4(i), which remedy shall be in addition to any right to collect damages.


 


(j)              
Reservation of Shares.  So long as any of the Convertible Notes or Warrants remain outstanding, the Company
shall take all action necessary to at all times have authorized, and reserved for the purpose of issuance upon conversion or redemption
of the Convertible Notes and exercise of the Warrants, no less than (i) a number of shares of Common Stock equal to (1) the then
outstanding principal amount of the Notes plus accrued and unpaid interest on the Notes divided by (2) the Floor Price,
and (ii) fifteen million (15,000,000) shares of Common Stock to satisfy the Company’s obligation to issue shares of Common
Stock under the Warrants (collectively, the “Required Reserve Amount”); provided that at no time shall the number
of shares of Common Stock reserved pursuant to this Section 4(j) be reduced other than in connection with any stock combination,
reverse stock split or other similar transaction or proportionally in connection with any conversion and/or redemption, as applicable,
of the Convertible Notes, or the exercise of the Warrants.  If at any time the number of shares of Common Stock authorized
and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action
necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders
to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an
insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of
shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure
that the number of authorized shares is sufficient to meet the Required Reserve Amount.


 






    27


     


    

 





(k)             
Passive Foreign Investment Company.  The Company shall conduct its business, and shall cause its Subsidiaries
to conduct their respective businesses, in such a manner so as will ensure that the Company will not be deemed to constitute a
passive foreign investment company within the meaning of Section 1297 of the Code.


 


(l)              
Corporate Existence.  So long as any Convertible Notes or Warrants remain outstanding, the Company shall not
be party to any Fundamental Change (as defined in the Convertible Notes) or a Fundamental Transaction (as defined in the Warrants)
unless the Company is in compliance with the applicable provisions governing Fundamental Changes set forth in the Convertible Notes
and the applicable provisions governing Fundamental Transactions set forth in the Warrants.


 


(m)           
Conversion / Exercise Procedures.  The form of conversion notice included in the Convertible Notes and form
of exercise notice included in the Warrants, as applicable, set forth the totality of the procedures required of the Buyers in
order to convert the Convertible Notes or exercise the Warrants, respectively.  Except as set forth in Section 5(c), no additional
legal opinion, other information or instructions shall be required of the Buyers to convert or redeem their Convertible Notes or
exercise their Warrants, as applicable.  The Company shall honor conversions or redemptions of the Convertible Notes and exercises
of the Warrants, and shall deliver the Underlying Shares in accordance with the terms, conditions and time periods set forth in
the Convertible Notes and Warrants, as applicable.


 


(n)            
Regulation M.  The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection
with the distribution of the Securities contemplated hereby.


 


(o)            
General Solicitation.  None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933
Act) or any person acting on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities
by means of any form of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement,
article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio;
and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.


 


(p)            
Integration.  None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933
Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise
negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a
manner which would require the registration of the Securities under the 1933 Act or require stockholder approval under the rules and
regulations of the Principal Market and the Company will take all action that is appropriate or necessary to assure that its offerings
of other securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the Principal Market,
with the issuance of Securities contemplated hereby.


 


(q)            
Closing Documents.  On or prior to fourteen (14) calendar days after the Closing Date, the Company agrees to
deliver, or cause to be delivered, to each Buyer and Latham & Watkins LLP a complete closing set of the executed Transaction
Documents, Securities and any other document required to be delivered to any party pursuant to this Agreement or otherwise (which
may be in photocopies or pdf versions of executed copies).


 






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(r)             
Stockholder Approval. Following the Closing, the Company agrees to obtain, at a special or annual meeting of the
stockholders of the Company (at which a quorum is present) as soon as practicable, but in no event later than October 31, 2020
(the “Stockholder Meeting”), the Requisite Stockholder Approval. The Company will prepare and file with the
SEC a proxy statement to be sent to the Company’s stockholders in connection with the Stockholder Meeting (the “Proxy
Statement”). The Proxy Statement shall include the Board of Directors’ recommendation that the holders of shares
of the Company’s Common Stock vote in favor of the Requisite Stockholder Approval. If the Requisite Stockholder Approval
is not obtained at or prior to the Stockholder Meeting, the Company will hold a special meeting of the stockholders of the Company
for the purposes of obtaining such Requisite Stockholder Approval no less often than every forty five (45) days following the date
of the Stockholder Meeting until the Requisite Stockholder Approval is obtained, and the Board of Directors will recommend that
the holders of shares of the Company’s Common Stock vote in favor of the Requisite Stockholder Approval at each such meeting.


 


(s)             
Right to Participate.


 


(i)              
For purposes of this Section 4(s), the following definitions shall apply:


 


(A)            
“Approved Stock Plan” means any employee benefit plan which has been approved by the Board of Directors
of the Company, pursuant to which the Company's securities may be issued to any employee, officer or director for services provided
to the Company.


 


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


 


(ii)             
From the date hereof until the first (1st) anniversary of the date on which the Company becomes current on all
of its reporting requirements under the 1934 Act, the Company will not, directly or indirectly, sell, grant any option to purchase,
or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or any
Subsidiaries’ securities, (any such sale, grant, disposition or announcement being referred to as a “Placement”),
unless the Company shall have first complied with this Section 4(s).


 






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(A)            
At least five (5) Trading Days prior to any proposed or intended Placement, the Company shall deliver to each Buyer a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without
limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains
material, non-public information, a statement asking whether the Investor is willing to accept material non-public information
or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company
proposes or intends to effect a Placement, (y) a statement that the statement in clause (x) above does not constitute material,
non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice with respect to
such Placement upon its written request. Upon the written request of a Buyer within three (3) Trading Days after the Company’s
delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer, the Company shall promptly, but no later
than one (1) Trading Day after such request, deliver to such Buyer an irrevocable written notice (the “Offer Notice”)
of any proposed or intended issuance or sale or exchange (the "Offer") of the securities being offered (the
 “Offered Securities”) in a Placement, which Offer Notice shall (A) identify and describe the Offered Securities,
(B) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the
Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if known) to which or with which the Offered
Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell to or exchange with such Buyer in accordance
with the terms of the Offer such Buyer’s pro rata portion of 50% of the Offered Securities, provided that the number of Offered
Securities which such Buyer shall have the right to subscribe for under this Section 4(s) shall be (x) based on such Buyer's pro
rata portion of the aggregate original principal amount of the Notes purchased hereunder by all Buyers (the “Basic Amount”),
and (y) with respect to each Buyer that elects to purchase its Basic Amount, any additional portion of the Offered Securities attributable
to the Basic Amounts of other Buyers as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe
for less than their Basic Amounts (the “Undersubscription Amount”), which process shall be repeated until each
Buyer shall have an opportunity to subscribe for any remaining Undersubscription Amount.


 


(B)             
To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the
fifth (5th) Trading Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”),
setting forth the portion of such Buyer’s Basic Amount that such Buyer, or an affiliate of such Buyer that it designates,
elects to purchase and, if such Buyer or its designee shall elect to purchase all of its Basic Amount, the Undersubscription Amount,
if any, that such Buyer or its designee elects to purchase (in either case, the “Notice of Acceptance”). If
the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has set
forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts subscribed
for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed for exceed
the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available Undersubscription
Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase only that portion
of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts of all Buyers that
have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably necessary.
Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration
of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire on the fifth (5th)
Trading Day after such Buyer's receipt of such new Offer Notice.


 


(C)             
The Company shall have ten (10) Trading Days from the expiration of the Offer Period above (A) to offer, issue, sell or
exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused
Securities”) pursuant to a definitive agreement(s) (the “Placement Agreement”), but only to the offerees
described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, unit
prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than
those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Placement Agreement, and (y) either
(I) the consummation of the transactions contemplated by such Placement Agreement or (II) the termination of such Placement Agreement,
which shall be filed with the SEC on a Current Report on Form 8-K with such Placement Agreement and any documents contemplated
therein filed as exhibits thereto.


 






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(D)            
In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and
on the terms specified in Section 4(s)(ii)(C) above), then each Buyer may, at its sole option and in its sole discretion, withdraw
its Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount
that shall be not less than the number or amount of the Offered Securities that such Buyer or its designee elected to purchase
pursuant to Section 4(s)(ii)(B) above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered
Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers
or their designees pursuant to this Section 4(s) above prior to such reduction) and (ii) the denominator of which shall
be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered
Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount
of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(s)(ii)(A)
above.


 


(E)             
Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer or its
designee shall acquire from the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities
specified in its Notice of Acceptance, as reduced pursuant to Section 4(s)(ii)(D) above if such Buyers has so elected, upon the
terms and conditions specified in the Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the
preparation, execution and delivery by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities
reasonably satisfactory in form and substance to such Buyer and its counsel.


 


(F)             
Any Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(s) may not be issued,
sold or exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(G)            
The Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Placement Documents”)
shall include any term or provision whereby such Buyer shall be required to agree to any restrictions on trading as to any securities
of the Company or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under
or in connection with, any agreement previously entered into with the Company or any instrument received from the Company, and
(y) representations and warranties of an investor in the Placement Documents shall not be more restrictive than those of the Buyers
in this Agreement (other than such changes as necessary to comply with applicable law, rules and regulations, the manner of sale
of such security in such Placement and/or the type of such security to be sold in such Placement).


 






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(H)            
Notwithstanding anything to the contrary in this Section 4(s) and unless otherwise agreed to in writing by such Buyer, the
Company shall either confirm in writing to such Buyer that the transaction with respect to the Placement has been abandoned or
shall publicly disclose its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will
not be in possession of any material, non-public information, by the fifth (5th) Trading Day following delivery of the Offer Notice.
If by such fifth (5th) Trading Day, no public disclosure regarding a transaction with respect to the Offered Securities has been
made, and no notice regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed
to have been abandoned and such Buyer shall not be in possession of any material, non-public information with respect to the Company
or any of its Subsidiaries. Should the Company decide to pursue a transaction with respect to the Offered Securities which had
been deemed to have been abandoned pursuant to the preceding sentence, the Company shall provide such Buyer with another Offer
Notice and such Buyer will again have the right of participation set forth in this Section 4(s). The Company shall not be permitted
to deliver more than one such Offer Notice to such Buyer in any thirty (30) day period, except as expressly contemplated by the
last sentence of Section 4(s)(ii)(B) unless during such thirty (30) day period the Company failed to fully complete a Placement
described in an Offer accepted by such Buyer as a result of such Buyer determining that the purchase agreement relating to such
Offered Securities was not reasonably satisfactory in form and substance to such Buyer and its counsel.


 


(I)              
The restrictions contained in this Section 4(s) shall not apply in connection with (x) Options issued under any Approved
Stock Plan or (y) upon conversion, exercise or exchange of any Options or Convertible Securities which are outstanding on the Closing
Date; provided, that such issuance of Common Stock upon exercise of such Options or Convertible Securities is made pursuant
to the terms of such Options or Convertible Securities in effect on the Closing Date and such Options or Convertible Securities
are not amended, modified or changed on or after the Closing Date in any manner that adversely affects any of the Buyers. The Company
shall not circumvent the provisions of this Section 4(s) by providing terms or conditions to one Buyer that are not provided to
all.


 


(t)             
Voting Agreements.  The Company may not amend, modify or waive the terms of the Voting Agreements in any respect
without the prior written consent of the Required Holders.


 


(u)       Tax
Certification. 


 


(i)                
Any Buyer, assignee or transferee (as the case may be) that is entitled to an exemption from or reduction of withholding
Tax with respect to payments made pursuant to the Securities or Underlying Shares shall deliver to the Company, at the time or
times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company
as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Buyer, assignee
or transferee (as the case may be) or, if reasonably requested by the Company, shall deliver such other documentation prescribed
by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not such Buyer, assignee
or transferee (as the case may be) is subject to backup withholding. Notwithstanding anything to the contrary in the preceding
two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section
4(u)(ii)) shall not be required if in the reasonable judgement of the Buyer, assignee or transferee (as the case may be) such completion,
execution or submission would subject such Borrower, assignee or transferee (as the case may be) to any material unreimbursed cost
or expense or would materially prejudice the legal or commercial position of such Buyer, assignee or transferee (as the case may
be). 


 






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(ii)             
Without limiting the generality of the foregoing, (i) any Buyer, assignee or transferee (as the case may be) that is a United
States person (within the meaning of Section 7701(a)(30) of the Code) shall deliver to the Company (upon the reasonable request
of the Company), executed originals of IRS Form W-9 certifying that such Buyer, assignee or transferee (as the case may be) is
exempt from U.S. federal backup withholding tax; (ii) any Buyer, assignee or transferee (as the case may be) that is not a United
States person (within the meaning of Section 7701(a)(30) of the Code) shall deliver to the Company (upon the reasonable request
of the Company) whichever of the following is applicable: (x) executed originals of IRS Form W-8BEN or IRS Form W-8BENE, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax, (y) executed originals of IRS Form W-8ECI, and (z)
to the extent such Buyer, assignee or transferee (as the case may be) is not the beneficial owner, executed originals of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-9 and/or other certification documents from each beneficial
owner, as applicable, and (iii) if a payment made to a Buyer, assignee or transferee (as the case may be) would be subject to U.S.
federal withholding Tax imposed by FATCA if such Buyer, assignee or transferee were to fail to comply with the applicable reporting
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Borrower, assignee
or transferee (as the case may be) shall deliver to the Company at the time or times prescribed by law and at such time or times
reasonably requested by the Company such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i)
of the Code) and such additional documentation reasonably requested by the Company as may be necessary for the Company to comply
with its obligations under FATCA and to determine that such Buyer, assignee or transferee has complied with the obligations of
such Buyer, assignee or transferee (as the case may be) under FATCA or to determine the amount to deduct and withholding from such
payment. 


 


(iii)           
For purposes of this Agreement, “FATCA” means Sections 1471 through
1474 of the Code, as amended from time to time, any current or future regulations or official interpretations thereof and any agreements
entered into pursuant to Section 1471(b)(1) of the Code.


 


(iv)            
Each Buyer, assignee or transferee (as the case may be) agrees that if any form or certification it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Company
in writing of its legal inability to do so.


  


		5.	REGISTER; TRANSFER AGENT INSTRUCTIONS.



 


(a)              
Register.  The Company shall maintain at its principal executive offices (or such other office or agency of
the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall
record the name and address of the Person in whose name the Purchased Securities have been issued (including the name and address
of each transferee), the aggregate number of the Convertible Notes and Warrants held by such Person, the number of Conversion Shares
issuable pursuant to the terms of the Convertible Notes held by such Person and the number of Warrant Shares issuable pursuant
to the exercise of Warrants held by such Person.  The Company shall keep the register open and available at all times during
business hours for inspection of any Buyer or its legal representatives.


 






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(b)             
Transfer Agent Instructions.  The Company shall issue irrevocable instructions to its transfer agent and any
subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Buyers
and the Transfer Agent (the “Irrevocable Transfer Agent Instructions”) to credit shares to each such Buyer’s
(or its designee’s) account at DTC through its Deposit/Withdrawal At Custodian (“DWAC”) System or, if
the DWAC System is not available, to issue certificates to the applicable balance accounts at DTC, registered in the name of each
Buyer or its respective nominee(s), for the Underlying Shares in such amounts as specified from time to time by each Buyer to the
Company upon conversion or redemption of the Convertible Notes or the exercise of the Warrants, as applicable and that if such
Underlying Shares shall be issued on or after the date that is six (6) months following the Closing Date and the Company is then
in compliance with its obligations under Section 4(b) hereof, subject to the Transfer Agent’s consent, such shares shall
not bear any legend referring to transfer restrictions under the Securities Act or other securities law.  The Company represents
and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b),
and stop transfer instructions to give effect to Section 2(g) hereof will be given by the Company to the Transfer Agent with respect
to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable,
to the extent provided in this Agreement and the other Transaction Documents.  If a Buyer effects a sale, assignment or transfer
of the Securities in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct the Transfer
Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations
as specified by such Buyer to effect such sale, transfer or assignment.  In the event that such sale, assignment or transfer
involves Underlying Shares sold, assigned or transferred pursuant to an effective registration statement or in compliance with
Rule  144, the Transfer Agent shall issue such shares to such Buyer, assignee or transferee (as the case may be) without any
restrictive legend in accordance with Section 5(d) below.  The Company acknowledges that a breach by it of its obligations
hereunder will cause irreparable harm to a Buyer.  Accordingly, the Company acknowledges that the remedy at law for a breach
of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach
by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity
of showing economic loss and without any bond or other security being required.  Any fees (with respect to the Transfer Agent,
counsel to the Company or otherwise) associated with the removal of any legends on any of the Securities shall be borne by the
Company.


 


(c)              
Legends.  Each Buyer understands that the Securities have been issued (or will be issued in the case of the
Underlying Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities
laws, and except as set forth herein, the Securities shall bear any legend as required by the “blue sky” laws of any
state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer
of such stock certificates):


 






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Convertible Note Legend


 


THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES
ACT.


 


Warrant Legend


 


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.


 


Underlying Shares Legend


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE
COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS
SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES
IN ACCORDANCE WITH THAT CERTAIN SECURITIES PURCHASE AGREEMENT DATED AS OF JUNE 8, 2020 BY AND AMONG THE COMPANY AND THE BUYERS
THAT ARE PARTY THERETO.


 






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(d)            
Removal of Legends.


 


(i)              
Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above or any other
legend (A) while a registration statement covering the resale of such Securities is effective under the 1933 Act, (B) following
any sale of such Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), provided that a
Buyer furnishes the Company with reasonable assurances that such Securities are eligible for sale, assignment or transfer under
Rule 144, which shall not include an opinion of Buyer’s counsel, (C) in connection with a sale, assignment or other transfer
(other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer with expertise
in U.S. federal securities laws, in a reasonably acceptable form, to the effect that such sale, assignment or transfer of the Securities
may be made without registration under the applicable requirements of the 1933 Act or (D) if such legend is not required under
applicable requirements of the 1933 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 such Buyer delivers such legended certificate representing such Securities to the Company) following
the delivery by a Buyer to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing
such Securities (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 such Buyer as may be reasonably required above in this
Section 5(d), as directed by such Buyer, either: (A) provided that the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program and such Securities are Underlying Shares, credit the aggregate number of shares of Common Stock to
which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its Deposit/Withdrawal
at Custodian system or (B) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue
and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive
and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible for any transfer agent
fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance
herewith and the Buyer shall not be required to deliver or cause to be delivered a legal opinion in connection with a sale of such
Securities pursuant to Rule 144.


 






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(ii)             
If the Company is obligated to remove the restrictive legends pursuant to Section 5(d) but fails to deliver shares to Buyer
or an applicable assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(b) or
Section 5(d) (such shares the “Legend Removal Failure Shares”), then (1) the Company will pay to the applicable
Buyer, cash in an amount equal to the product of (x) the number of Legend Removal Failure Shares; and (y) the Daily VWAP (as defined
in the Note) per share of Common Stock on the date such Buyer delivered notice or, if applicable, a legended certificate to the
Company or the Transfer Agent (with notice to the Company) in accordance with Section 5(b) or Section 5(d), as applicable; minus
(z) the Aggregate Exercise Price applicable to such Legend Removal Failure Shares, if not previously paid or unless there is a
cashless exercise; (2) the number of Warrant Shares issuable upon exercise of the Warrant shall be reduced by an amount of shares
equal to such number Legend Removal Failure Shares; and (3) to the extent a Buyer purchases (in an open market transaction or otherwise)
shares of Common Stock to deliver in settlement of a sale by the Buyer of such Legend Removal Failure Shares, the Company will
reimburse such Buyer for (x) any reasonable brokerage commissions and other out-of-pocket expenses, if any, of such Buyer 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 Legend Removal Failure Shares purchased by such Buyer; and (II) the Daily VWAP per share of Common
Stock on the date such Buyer delivered notice or, if applicable, a legended certificate to the Company or the Transfer Agent (with
notice to the Company) in accordance with Section 5(b) or Section 5(d), as applicable.


 


(e)             
FAST Compliance.  While any Convertible Notes or Warrants remain outstanding, the Company shall maintain a transfer
agent that participates in the DTC Fast Automated Securities Transfer Program.


 


		6.	MISCELLANEOUS.



 


(a)             
Governing Law; Jurisdiction; Jury Trial.  All questions concerning the construction, validity, enforcement and
interpretation of this Agreement 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.  The Company 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 under any of the other Transaction Documents or with any transaction contemplated
hereby or thereby, 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 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 such party
at the address for such notices to it under this Agreement 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 any Buyer from bringing suit
or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such
Buyer or to enforce a judgment or other court ruling in favor of such Buyer.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER
TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY OR THEREBY.


 






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(b)            
Counterparts.  This Agreement may be executed in two or more identical counterparts, all of which shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other
party.  In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an
original thereof.


 


(c)            
Headings; Gender.  The headings of this Agreement are for convenience of reference and shall not form part of,
or affect the interpretation of, this Agreement.  Unless the context clearly indicates otherwise, each pronoun herein shall
be deemed to include the masculine, feminine, neuter, singular and plural forms thereof.  The terms “including,”
 “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without
limitation.”  The terms “herein,” “hereunder,” “hereof” and words of like import
refer to this entire Agreement instead of just the provision in which they are found. Unless the context otherwise requires, references
herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached
to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended,
supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute
as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.


 


(d)            
Severability; Maximum Payment Amounts.  If any provision of this Agreement 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 Agreement so
long as this Agreement 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).  Notwithstanding anything to the contrary contained in this
Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention
of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be),
or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that
would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. 
Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents
is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall
be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to
have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited
by the applicable law.  Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option
of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually
paid to such Buyer under the Transaction Documents.  For greater certainty, to the extent that any interest, charges, fees,
expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto
are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable
law, such amounts shall be pro-rated over the period of time to which they relate.


 






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(e)            
Entire Agreement; Amendments.  This Agreement, the other Transaction Documents and the schedules and exhibits
attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements
between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation,
any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from,
the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the
Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or
any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among
the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of
its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. 
Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant
or undertaking with respect to such matters.  For clarification purposes, the Recitals are part of this Agreement.  No
provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders,
and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 6(e) shall
be binding on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent
that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation
or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion).  No waiver shall be effective unless it is in writing and signed by an authorized representative of the
waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of
this Agreement made in conformity with the provisions of this Section 6(e) shall be binding on all Buyers and holders
of Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than
all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any
obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such
Buyer’s sole discretion).  No consideration (other than reimbursement of legal fees) shall be offered or paid to any
Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration
also is offered to all of the parties to the Transaction Documents and all holders of the Purchased Securities.  From the
date hereof and while any Purchased Securities are outstanding, the Company shall not be permitted to receive any consideration
from a Buyer or a holder of Purchased Securities that is not otherwise contemplated by the Transaction Documents in order to, directly
or indirectly, induce the Company or any Subsidiary (i) to treat such Buyer or holder of Purchased Securities in a manner
that is more favorable than to other similarly situated Buyers or holders of Purchased Securities, or (ii) to treat any Buyer(s) or
holder(s) of Purchased Securities in a manner that is less favorable than the Buyer or holder of Purchased Securities that
is paying such consideration; provided, however, that the determination of whether a Buyer has been treated more or less favorably
than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer.  The Company has not, directly
or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the
Transaction Documents except as set forth in the Transaction Documents.  Without limiting the foregoing, the Company confirms
that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide
any financing to the Company, any Subsidiary or otherwise.  As a material inducement for each Buyer to enter into this Agreement,
the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer,
any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify
in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any
other Transaction Document and (y)  nothing contained in any of the SEC Documents shall affect such Buyer’s right to
rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties
contained in this Agreement or any other Transaction Document.  “Required Holders” means holders of a majority
of the Underlying Shares as of such time issued or issuable hereunder or pursuant to the Convertible Notes or Warrants, as applicable.


 






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(f)             
Notices.  Any notices, consents, waivers or other communications required or permitted to be given under the
terms of this Agreement must be in writing and will be deemed to have been delivered:  (i) upon receipt, when delivered
personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically
generated and kept on file by the sending party) or electronic mail (provided that such sent email is kept on file (whether electronically
or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s
email server that such e-mail could not be delivered to such recipient); or (iii) one (1) Business Day after deposit
with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the
same.  The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 






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		If to the Company:	 
	 	 	 
	 	 	Pareteum Corporation,
	 	 	1185 Avenue of the Americas, 2nd Floor
	 	 	New York, NY 10036
	 	 	 
	 	 	Telephone:  	(212) 984-1096
	 	 	Facsimile:  	N/A
	 	 	Attention:  	Laura Thomas, Interim Chief Financial Officer
	 	 	E-Mail:  	laura.thomas@pareteum.com; 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
	 	 	 	 
	 	If to the Transfer Agent:
	 	 	 	 
	 	 	Continental Stock Transfer & Trust Company
	 	 	1 State Street, Floor 30
	 	 	New York, NY 10004
	 	 	 
	 	 	Telephone:  	(212) 845-3217
	 	 	Facsimile:  	(212) 616-7616
	 	 	Attention:  	Michael Mullings
	 	 	E-Mail:  	oplink@continentalstock.com 



 


If to a Buyer, to (i) its e-mail address set forth on the Schedule
of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers and (ii) to Eric Helenek, High
Trail Capital, 221 River Street, 9th Floor, Hoboken, NJ 07030 (telephone: (917) 414-1733),


 


		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) 523-5460
	 	 	Attention:	  Michael E. Sullivan, Esq.
	 	 	E-mail: 	 michael.sullivan@lw.com



 


or to such other address, e-mail address and/or facsimile number
and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five
(5) days prior to the effectiveness of such change.  Written confirmation of receipt (A) given by the recipient
of such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender’s
facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect to each facsimile transmission,
an image of the first page of such transmission or (C) provided by an overnight courier service shall be rebuttable evidence
of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause (i), (ii) or
(iii) above, respectively.


 






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(g)          Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties and their
respective successors and assigns, including any purchasers of any of the Purchased Securities.  The Company shall not assign
this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without
limitation, by way of a Fundamental Change (as defined in the Convertible Notes) or a Fundamental Transaction (as defined in the
Warrants) (unless the Company is in compliance with the applicable provisions governing Fundamental Changes set forth in the Convertible
Notes and the provisions governing Fundamental Transaction set forth in the Warrants).  A Buyer may assign some or all of
its rights hereunder in connection with any transfer of any of its Securities to any of its affiliates without the consent of the
Company, provided such assignee agrees in writing to be bound by the provisions hereof that apply to Buyers in which event such
assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.


 


(h)          No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person,
other than the Indemnitees referred to in Section 6(k). 


 


(i)           Survival. 
The representations, warranties, agreements and covenants shall survive the Closing.  Each Buyer shall be responsible only
for its own representations, warranties, agreements and covenants hereunder.


 


(j)           Further Assurances.  Each party shall do and perform, or cause to be done and performed, all such further acts
and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party
may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.


 


(k)          Indemnification. 


 


(i)                In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities
thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend,
protect, indemnify and hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members,
officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives
(including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively,
the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties,
fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to
the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the
 “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any
misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents,
(ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction
Documents or (iii) any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party
(including for these purposes a derivative action brought on behalf of the Company or any Subsidiary) or which otherwise involves
such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction
Documents, or (B) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the
transactions contemplated by any of the Transaction Documents or as a party to this Agreement (including, without limitation, as
a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief); provided, however, that
the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arise primarily
out of or is based primarily upon the inaccuracy of any representations and warranties made by such Buyer herein.  To the
extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution
to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. 


 






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(ii)               Promptly after receipt by an Indemnitee under this Section 6(k) of notice of the commencement of any action or proceeding
(including, without limitation, any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall,
if a claim in respect thereof is to be made against any indemnifying party under this Section 6(k), deliver to the indemnifying
party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to
the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of
the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an
Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying
party if: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have
failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee
in any such Indemnified Liability; or (iii) the named parties to any such Indemnified Liability (including, without limitation,
any impleaded parties) include both such Indemnitee and the indemnifying party, and such Indemnitee shall have been advised by
counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the indemnifying
party (in which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at
the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such
counsel shall be at the expense of the indemnifying party), provided further that in the case of clause (iii) above the indemnifying
party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee.
The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such
action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the
Indemnitee which relates to such Indemnified Liability. The indemnifying party shall keep the Indemnitee reasonably apprised at
all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable
for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying
party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent
of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect
to such Indemnified Liability , and such settlement shall not include any admission as to fault on the part of the Indemnitee.
Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee
with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure
to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve
such indemnifying party of any liability to the Indemnitee under this Section 6(k), except to the extent that the indemnifying
party is materially and adversely prejudiced in its ability to defend such action. The indemnification required by this Section
6(k) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills
are received or Indemnified Liabilities are incurred. The indemnity and contribution agreements contained herein shall be in addition
to (i) any cause of action or similar right of the Indemnitees against the indemnifying party or others, and (ii) any liabilities
the indemnifying party may be subject to pursuant to the law. 


 






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(l)           Construction. 
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party.  No specific representation or warranty shall limit
the generality or applicability of a more general representation or warranty.  Each and every reference to share prices,
shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted
for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect
to the Common Stock after the date of this Agreement.  Notwithstanding anything in this Agreement to the contrary, for the
avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions
with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities
of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions
in the future.


 


(m)         Remedies. 
Each party and in the event of assignment by a party of its rights and obligations hereunder, each assignee, shall have all rights
and remedies set forth in the Agreement and all rights and remedies which such assignees have been granted at any time under any
other agreement or contract and all of the rights which such holders have under any law.  Any Person having any rights under
any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security),
to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. 
Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or
all of its or such Subsidiary’s (as the case may be) obligations under this Agreement, any remedy at law would be inadequate
relief to the Buyers.  The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary,
preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without
the necessity of proving actual damages and without posting a bond or other security.  The remedies provided in this Agreement
and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and
the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).


 






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(n)          Withdrawal
Right.  Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) this Agreement,
whenever any Buyer exercises a right, election, demand or option under this Agreement and the Company or any Subsidiary does not
timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole
discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice,
demand or election in whole or in part without prejudice to its future actions and rights.


 


(o)          Payment
Set Aside; Currency.  To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to
any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such
payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared
to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise
restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy
law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation
or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment
had not been made or such enforcement or setoff had not occurred.  Unless otherwise expressly indicated, all dollar amounts
referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”),
and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars.  All amounts
denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange
Rate on the date of calculation.  “Exchange Rate” means, in relation to any amount of currency to be converted
into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant
date of calculation.


 


(p)          Judgment Currency.


 


(i)                If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 6(p) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under
this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:


 






    45


     


    

 


(1)              the date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any
other jurisdiction that will give effect to such conversion being made on such date; or


 


(2)              the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 6(p)(i)(2) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(ii)               If in the case of any proceeding in the court of any jurisdiction referred to in Section 6(p)(i)(2)  above, there
is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due,
the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have
been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing
on the Judgment Conversion Date.


 


(iii)              Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


(q)          Independent Nature of Buyers’ Obligations and Rights.  The obligations of each Buyer under the Transaction
Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the
performance of the obligations of any other Buyer under any Transaction Document.  Nothing contained herein or in any other
Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as,
and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other
kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and
the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction
Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company
shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. 
The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently
of any other Buyer.  Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such
Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring
such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents.  The Company and
each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of
the transaction contemplated hereby with the advice of its own counsel and advisors.  Each Buyer shall be entitled to independently
protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction
Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. 
The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control
of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries
and not because it was required or requested to do so by any Buyer.  It is expressly understood and agreed that each provision
contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely,
and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.


 






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(r)          Performance Date.  If the date by which any obligation under any of the Transaction Documents must be performed
occurs on a day other than a Business Day, then the date by which such performance is required shall be the next Business Day following
such date.


 


(s)          Enforcement
Fees. The prevailing party shall have the right to collect from the other all costs and expenses incurred by such prevailing
party as a result of enforcement of this Agreement and the collection of any amounts owed to such prevailing party hereunder (whether
in cash, equity or otherwise), including, without limitation, reasonable attorneys’ fees and expenses.


 


[signature pages follow]


 






    47


     


    

 


IN WITNESS WHEREOF, each Buyer and
the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.


 


 


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


 






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IN WITNESS WHEREOF, each Buyer and
the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written
above.


 


	 	BUYER:
	 	 
	 	HT INVESTMENTS SA, LLC
	 	 
	 	 	 
	 	By:	/s/ Eric Helenek
	 	 	 	Eric Helenek
	 	 	 	Authorized Signatory


 






    49


     


    

 


SCHEDULE OF BUYERS


 


  



    50


     


    

 


Exhibit
A 


 


Form of Senior Secured Convertible
Note


 






     

     


    

 


Exhibit
B 


 


Form of Warrant


 






     

     


    

 


Exhibit
C 


 


Form of Security Agreement


 






     

     


    

 


Exhibit
D 


 


Voting Agreement Parties


 






     

     


    

 


Exhibit
E 


 


Form of Voting Agreement