Exhibit 10.1


 


 


1185 Avenue of the Americas, 2nd Floor,
New York, NY 10036


 


March 1, 2021


 


High Trail Investments SA LLC


221 River Street, 9th Floor


Hoboken, NJ 07030


Attention: Eric Helenek


 


		Re:	Pareteum Corporation Financing



 


Ladies and Gentlemen:


 


This letter agreement pertains to that certain
Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Senior Secured Convertible
Note Due 2025, dated as of July 18, 2020, and as further amended by that certain Forbearance Agreement, dated as of November 30,
2020 (the “Forbearance Agreement”), the “Note”), made by Pareteum Corporation, a Delaware
corporation (the “Company”), to High Trail Investments SA LLC (“HT”). All capitalized terms
used in this letter agreement, but not defined herein, have the meanings ascribed to such terms in the Forbearance Agreement or,
if not defined therein, the Note.


 


HT and the Company hereby agree as follows:


 


1.             Shares in Lieu of March 1, 2021 Cash Interest Payment. HT hereby agrees to accept, in full satisfaction of the Company’s
obligation to make the payment of Stated Interest on the March 1, 2021 Interest Payment Date, 625,000 shares of Common Stock (the
“Shares in Lieu of Interest Payment”). The Company shall cause its transfer agent to credit such shares to HT’s
account with The Depositary Trust Company on the date hereof.


 


2.             Securities Purchase Agreement. The parties hereby agree that for purposes of Sections 5(d) and 5(e) of the Securities
Purchase Agreement, the Shares in Lieu of Interest Payment shall constitute “Securities” and HT shall constitute a
“Buyer” as such terms are used therein.


 


3.             Forbearance Extension. The parties hereby agree that, effective as of the date hereof, the Forbearance Termination
Date under the Forbearance Agreement shall be the earlier to occur of: (a) March 31, 2021 (or any later date agreed to in writing
by HT); (b) the occurrence of any Event of Default (other than an Existing Event of Default); and (c) the initiation of any action
by the Company or any other Person to invalidate or limit the enforceability of any of the acknowledgments set forth in Article
3 of the Forbearance Agreement.


 


4.             Material Non-Public Information. On or before 9:00 a.m., New York time, on the trading day after the date of this
letter agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated
by this letter agreement in the form required by the Exchange Act. From and after the filing of the such Form 8-K, the Company
shall have disclosed all material, non-public information (if any) provided to HT by the Company or any of its subsidiaries or
any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of such Form 8-K, 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 HT or any of its affiliates, on the other hand, shall terminate. 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 HT
with any material, non-public information regarding the Company or any of its subsidiaries from and after the date hereof unless
prior thereto HT shall have consented in writing to the receipt of such information and agreed with the Company to keep such information
confidential.


 






     


     


    

High Trail Investments SA LLC


March 1, 2021


Page 2 of 3


 


 


5.             Limited Nature of Agreement. The agreement set forth in this letter agreement is limited to the extent specifically
set forth above and shall in no way serve to amend or waive compliance with any terms, covenants or provisions of the Note, other
than as expressly set forth above.


 


6.             Acknowledgements. To induce HT to enter into this letter agreement, the Company hereby acknowledges, stipulates,
warrants and agrees as follows:


 


(a)           upon giving effect to this letter agreement, other than as disclosed in the Forbearance Agreement, no default or Event of
Default currently exists or is continuing as of the date hereof and none is currently expected; and


 


(b)           the execution of this letter agreement does not constitute an agreement by HT that there are no events of default existing
under the Note, the March Warrant, the June Warrant or the Securities Purchase Agreement, and HT has reserved all rights and remedies
with respect to any other such defaults or events of default, subject to the Forbearance Agreement.


 


7.             Miscellaneous. The Note, the March Warrant, the June Warrant and the Securities Purchase Agreement remain in full
force and effect in accordance with their terms. Nothing in this letter agreement, any other correspondence, or any oral communications
between the Company and HT should be construed to be a waiver, limitation, or forgiveness of any default or any of HT’s default
rights and remedies under any of the Note, the March Warrant, the June Warrant and the Securities Purchase Agreement, any other
agreement, instrument or document between the Company and HT, and as provided by applicable law, all of which rights and remedies
remain in full force and effect.


 


The terms and provisions of the Note, the
March Warrant, the June Warrant and the Securities Purchase Agreement are ratified and confirmed and remain in full force and effect.
Any breach of the terms and conditions of this letter agreement will constitute an event of default under the Note, the March Warrant,
the June Warrant and the Securities Purchase Agreement, as applicable.


 


If the foregoing correctly sets forth the
understanding between the Company and HT, please so indicate in the space provided below for that purpose, whereupon this letter
shall constitute a binding agreement between the Company and HT.


 


[Remainder of
Page Left Blank; Signature Page Follows]


 



     


     


    

High Trail Investments SA LLC


March 1, 2021


Page 3 of 3


 


 


This letter agreement
may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed
and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument.


 


	 	Very truly yours,	 
	 	 	 	 
	 	PARETEUM CORPORATION
	 	 	 	 
	 	By:	/s/ Alexander Korff	 
	 	Name: 	Alexander Korff	 
	 	Title:	Corporate Secretary


 


 


AGREED AND ACCEPTED:


 


	HIGH TRAIL INVESTMENTS SA LLC
	 	 	 
	By:	/s/ Eric Helenek	 
	Name: 	Eric Helenek	 
	Title:	Authorized Signatory