Exhibit 10.1


 





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


 





December 8, 2020


 


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 December 1, 2020 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 December 1, 2020 Interest Payment Date, 1,093,750 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.       Stock
Exchange Limitation. The parties hereby agree that Section 1(f)(2) of each of the March Warrant and the June Warrant shall
be amended to remove Section 1(f)(2) in its entirety.


 


3.       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.


 


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.


 






     


     


    

 


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]




 






     


     


    

 


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