Exhibit 10.1


 


LETTER AGREEMENT


 


This Letter Agreement
(the “Letter”) is entered into by and between ELEPHANT TALK EUROPE HOLDING B.V., a besloten vennootschap met beperkte
aansprakelijkheid organized under the laws of the Netherlands (the “Borrower”), PARETEUM CORPORATION (formerly
known as Elephant Talk Communications Corp.), a Delaware corporation (the “Parent”), any Subsidiaries of Parent party
hereto that are Guarantors or become Guarantors hereunder, the lenders from time to time party hereto (each a “Lender”
and, collectively, the “Lenders”), ATALAYA ADMINISTRATIVE LLC, a New York limited liability company (“Atalaya”),
as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”) and Atalaya, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns
in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents”
and each an “Agent”). The purpose of this Letter is to outline the terms of an agreement in principle, subject to the
conditions described herein, to amend that certain Amended and Restated Credit Agreement and to the Warrants issued thereunder.
Capitalized terms used herein but not otherwise defined shall have the meaning as set forth in the Amended and Restated Credit
Agreement.


 


WHEREAS, the
Borrower, Parent, the Guarantors party hereto, the Lenders, Administrative Agent and Collateral Agent are parties to that certain
Credit Agreement dated as of November 17, 2014, as amended by that certain Joinder to Credit Agreement dated as of January 30,
2015, by that certain Letter Agreement dated as of June 19, 2015, by that certain First Amendment to Credit Agreement and Waiver
dated as of July 7, 2015, by that certain Letter Agreement dated as of January 19, 2016, by that certain Second Amendment to Credit
Agreement and Waiver dated as of August 15, 2016, by that certain Letter Agreement dated as of September 30, 2016 and by that Amended
and Restated Credit Agreement dated December 27, 2016, and as may have otherwise been amended from time to time (as so amended,
the “Amended and Restated Credit Agreement”); and


 


WHEREAS, the
Borrower, Parent, the Guarantors party hereto, the Lenders, Administrative Agent and Collateral Agent desire to enter into this
Letter to set forth the terms of the proposed amendment to the Amended and Restated Credit Agreement and Warrants, to be made subject
to the terms and conditions outlined herein.


 


NOW THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:


 


		1.	Amendments to the Amended and Restated Credit Agreement.



 


Subject to the execution of definitive
Amendment Documents and other conditions described under Section 2, the parties anticipate that the following amendments will be
made to the Amended and Restated Credit Agreement and the Warrants issued thereunder:


 


		(a)	The Maturity Date will be extended to December 31, 2018.



 


		(b)	The amortization schedule will be as follows:



 


Quarter ending:


 


Q1-17: $1,500,000


Q2-17: $1,500,000


Q3-17: $500,000


Q4-17: $500,000


Q1-18: $750,000


Q2-18: $750,000


Q3-18: $750,000


Q4-18: Balloon


 



     


     


    

 


		(c)	New financial covenants package shall be agreed between
the parties by April 30, 2017.



 


		(d)	The Warrants will be amended as follows:



 


		1.	The aggregate amount of shares of common stock underlying the Warrants will be increased to 1,446,000
(post split);



 


		2.	The exercise price of the Warrants will be set at the lesser of (a) $3.25 per share (post-split)
or (b) a 13% discount to the offering price of shares of common stock in the Parent’s previously announced underwritten public
offering (the “Equity Offering”); and



 


		3.	The anti-dilution sections (Sections 9(d) and 9(h)) of the Warrants shall be removed.



 


2.        Definitive
Agreement and Other Conditions. The terms of amendment contemplated herein will be subject to, and conditioned upon, among
other things:


 


(a)       the
execution and delivery of a formal amendment to the Amended and Restated Credit Agreement and Warrant, a reaffirmation of the Borrower
and Guarantors’ obligations thereunder and a reaffirmation of the security interests and guarantees granted by Borrower and
Guarantors in connection therewith (collectively, the “Amendment Documents”);


 


(b)       consummation
of the Equity Offering;


 


(c)        the
absence of any Default or Event of Default both before after giving effect to the Amendment Documents;


 


(c)        the
representations and warranties set forth in the Loan Documents shall be true and correct in all material respects (except to the
extent already qualified by materiality, in which case, they shall be true and correct in all respects);


 


(d)        no
Material Adverse Effect shall have occurred or reasonably be expected to occur; and


 


(e)       Agent
and Lenders shall have received updated management projections through the Maturity Date, which shall have been based on reasonable
assumptions and represent management’s best estimates of the projected performance of the Borrower and Guarantors.


 






     


     


    

 


For the avoidance of doubt, the failure
by Parent to consummate the Equity Offering on or before March 31, 2017, shall relieve the Administrative Agent and Lenders of
any obligation under this Letter to negotiate or execute any definitive Amendment Documents.


 


3.       Authorization.
The undersigned Borrower and Guarantor represents that they have full corporate power and authority to execute this Letter and
that they are authorized to take the actions set forth herein without the consent or approval of any other third party (including
the shareholders of Parent).


 


4.       No
Other Amendments. Except as specifically contemplated by this Letter or otherwise agreed by the parties, there shall be no
other amendments to the Amended and Restated Credit Agreement, which shall otherwise remain unmodified and in full force and effect.


 


5.       Governing
Law. This Letter shall be governed by and construed in accordance with the laws of the State of New York.


 


6.       Fees.
By executing this Letter, Parent confirms that it will bear the reasonable legal fees and other out-of-pocket expenses of Atalaya
and the Lenders with respect to the transaction.


 


7.       Counterparts;
Signature. This Letter may be executed in one or more counterparts. In the event that any signature is delivered by facsimile
transmission or any other form of electronic delivery, such signature shall have the same force and effect as if such signature
page were an original thereof.


 


 


 


[Signature Page Follows]


 




     


     


    


 


IN WITNESS WHEREOF,
the parties have executed this Letter as of March 6, 2017.


 





	 	BORROWER:	 
	 	 	 	 
	 	ELEPHANT TALK EUROPE HOLDING B.V.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Yves van Sante	 
	 	 	Name: Yves van Sante	 
	 	 	Title: Director	 
	 	 	 	 
	 	GUARANTORS:	 
	 	 	 	 
	 	PARETEUM CORPORATION
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert H. Turner	 
	 	 	Name: Robert H. Turner	 
	 	 	Title: Executive Chairman	 
	 	 	 	 
	 	PARETEUM NORTH AMERICA CORP.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert H. Turner	 
	 	 	Name: Robert H. Turner	 
	 	 	Title: Executive Chairman	 
	 	 	 	 
	 	ELEPHANT TALK GROUP INTERNATIONAL B.V.
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Yves van Sante	 
	 	 	Name: Yves van Sante	 
	 	 	Title: Director	 
	 	 	 	 
	 	ADMINISTRATIVE AGENT AND COLLATERAL AGENT:
	 	 	 	 
	 	ATALAYA ADMINISTRATIVE LLC
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Robert Flowers	 
	 	 	Name: Robert Flowers	 
	 	 	Title: Authorized Signatory	 



 



     


     


    

 








	 	LENDERS:	 
	 	 	 	 
	 	CORBIN MEZZANINE FUND I, L.P.
	 	 	 	 
	 	By:	Corbin Capital Partners Management, LLC,

its General Partner	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Daniel Friedman	 
	 	 	Name: Daniel Friedman

Title: General Counsel