Exhibit 10.28


 


FORM OF WARRANT
AGENCY AGREEMENT


 


WARRANT AGENCY
AGREEMENT, dated as of [______], 2017 (“Agreement”), between Pareteum Corporation, a Delaware corporation
(the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant
Agent”).


 


W I T N E S S E
T H


 


WHEREAS, pursuant to
a registered offering by the Company of shares of common stock, par value $0.00001 per share (the “Common Stock”)
and warrants to purchase shares of Common Stock (the “Warrants”), pursuant to an effective registration statement
on Form S-1 (File No. 333-[_]) (the “Registration Statement”), the Company wishes to issue Warrants in book
entry form entitling the respective holders of the Warrants (the “Holders”, which term shall include a Holder’s
transferees, successors and assigns and “Holder” shall include, if the Warrants are held in “street name”,
a Participant (as defined below) or a designee appointed by such Participant) to purchase an aggregate of up to [______] shares
of Common Stock upon the terms and subject to the conditions hereinafter set forth (the “Offering”);


 


WHEREAS, the shares
of Common Stock and Warrants to be issued in connection with the Offering shall be immediately separable and will be issued separately,
but will be purchased together in the Offering; and


 


WHEREAS, the Company
wishes the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing so to act, in connection with the issuance,
registration, transfer, exchange, exercise and replacement of the Warrants and, in the Warrant Agent’s capacity as the Company’s
transfer agent, the delivery of the Warrant Shares.


 


NOW, THEREFORE, in
consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:


 


Section 1. Certain
Definitions. For purposes of this Agreement, the following terms have the meanings indicated:


 


(a) “Affiliate”
has the meaning ascribed to it in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(b) “Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or
any day on which the Nasdaq Stock Market is authorized or required by law or other governmental action to close.


 


(c) “Close
of Business” on any given date means 5:00 p.m., New York City time, on such date; provided, however, that
if such date is not a Business Day it means 5:00 p.m., New York City time, on the next succeeding Business Day.


 


(e) “Person”
means an individual, corporation, association, partnership, limited liability company, joint venture, trust, unincorporated organization,
government or political subdivision thereof or governmental agency or other entity.


 


(j) “Warrant
Certificate” means a certificate in substantially the form attached as Exhibit 1 hereto, representing such number
of Warrant Shares as is indicated therein, provided that any reference to the delivery of a Warrant Certificate in this Agreement
shall include delivery of notice from the Depositary or a Participant (each as defined below) of the transfer or exercise of Warrant
in the form of a Global Warrant (as defined below).


 


(k) “Warrant
Shares” means the shares of Common Stock underlying the Warrants and issuable upon exercise of the Warrants.


 


All other capitalized
terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the Warrant Certificate.


 


Section 2. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in accordance with the terms
and conditions hereof, and the Warrant Agent hereby accepts such appointment. The Company may from time to time appoint a Co-Warrant
Agent with the prior consent of the Warrant Agent, such consent to not be unreasonably withheld, delayed or conditioned. The Warrant
Agent shall have no duty to supervise, and will in no event be liable for the acts or omissions of, any co-Warrant Agent.


 






    	 	 	 



     


    

 


Section 3. Global
Warrants.


 


(a) The Warrants shall
be issuable in book entry form (the “Global Warrants”). All of the Warrants shall initially be represented by
one or more Global Warrants deposited with the Warrant Agent and registered in the name of Cede & Co., a nominee of The Depository
Trust Company (the “Depositary”), or as otherwise directed by the Depositary. Ownership of beneficial interests
in the Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the
Depositary or its nominee for each Global Warrant or (ii) institutions that have accounts with the Depositary (such institution,
with respect to a Warrant in its account, a “Participant”).


 


(b) If the Depositary
subsequently ceases to make its book-entry settlement system available for the Warrants, the Company may instruct the Warrant Agent
regarding other arrangements for book-entry settlement. In the event that the Warrants are not eligible for, or it is no longer
necessary to have the Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Global Warrant, and the Company shall instruct the Warrant Agent to deliver
to each Holder a Warrant Certificate.


 


(c) A Holder has the
right to elect at any time or from time to time a Warrant Exchange (as defined below) pursuant to a Warrant Certificate Request
Notice (as defined below). Upon written notice by a Holder to the Warrant Agent for the exchange of some or all of such Holder’s
Global Warrants for a Warrant Certificate evidencing the same number of Warrants, which request shall be in the form attached hereto
as Annex A (a “Warrant Certificate Request Notice” and the date of delivery of such Warrant Certificate
Request Notice by the Holder, the “Warrant Certificate Request Notice Date” and the deemed surrender upon delivery
by the Holder of a number of Global Warrants for the same number of Warrants evidenced by a Warrant Certificate, a “Warrant
Exchange”), the Warrant Agent shall promptly effect the Warrant Exchange and shall promptly issue and deliver to the
Holder a Warrant Certificate for such number of Warrants in the name set forth in the Warrant Certificate Request Notice. Such
Warrant Certificate shall be dated the original issue date of the Warrants, shall be manually executed by an authorized signatory
of the Company, shall be in the form attached hereto as Exhibit 1, and shall be reasonably acceptable in all respects to
such Holder. In connection with a Warrant Exchange, the Company agrees to deliver, or to direct the Warrant Agent to deliver, the
Warrant Certificate to the Holder within three (3) Business Days of the Warrant Certificate Request Notice pursuant to the delivery
instructions in the Warrant Certificate Request Notice (“Warrant Certificate Delivery Date”). If the Company
fails for any reason to deliver to the Holder the Warrant Certificate subject to the Warrant Certificate Request Notice by the
Warrant Certificate Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for
each $1,000 of Warrant Shares evidenced by such Warrant Certificate (based on the VWAP (as defined in the Warrants) of the Common
Stock on the Warrant Certificate Request Notice Date), $10 per Business Day for each Business Day after such Warrant Certificate
Delivery Date until such Warrant Certificate is delivered or, prior to delivery of such Warrant Certificate, the Holder rescinds
such Warrant Exchange. The Company covenants and agrees that, upon the date of delivery of the Warrant Certificate Request Notice,
the Holder shall be deemed to be the holder of the Warrant Certificate and, notwithstanding anything to the contrary set forth
herein, the Warrant Certificate shall be deemed for all purposes to contain all of the terms and conditions of the Warrants evidenced
by such Warrant Certificate and the terms of this Agreement, other than Sections 3(c) and 9 herein, shall not apply to the Warrants
evidenced by the Warrant Certificate. For purposes of this Section 3(c) only, the term “Holder” shall be deemed to
be the owner of record of the Warrant.


 


Section 4. Form
of Warrant Certificates. The Warrant Certificate, together with the form of election to purchase Common Stock (“Exercise
Notice”) and the form of assignment to be printed on the reverse thereof, shall be in the form of Exhibit 1 hereto.


 


Section 5. Countersignature
and Registration.


 


(a) The Warrant Certificates
shall be executed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Vice President, either manually
or by facsimile signature. The Warrant Certificates shall be countersigned by the Warrant Agent either manually or by facsimile
signature and shall not be valid for any purpose unless so countersigned. In case any officer of the Company who shall have signed
any of the Warrant Certificates shall cease to be such officer of the Company before countersignature by the Warrant Agent and
issuance and delivery by the Company, such Warrant Certificates, nevertheless, may be countersigned by the Warrant Agent, issued
and delivered with the same force and effect as though the person who signed such Warrant Certificate had not ceased to be such
officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by any person who, at the actual date
of the execution of such Warrant Certificate, shall be a proper officer of the Company to sign such Warrant Certificate, although
at the date of the execution of this Warrant Agreement any such person was not such an officer.


 






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(b) The Warrant Agent
will keep or cause to be kept, at one of its offices, or at the office of one of its agents, books for registration and transfer
of the Warrant Certificates issued hereunder. Such books shall show the names and addresses of the respective Holders of the Warrant
Certificates, the number of warrants evidenced on the face of each of such Warrant Certificate and the date of each of such Warrant
Certificate. The Warrant Agent will create a special account for the issuance of Warrant Certificates.


 


Section 6. Transfer,
Split Up, Combination and Exchange of Warrant Certificates; Mutilated, Destroyed, Lost or Stolen Warrant Certificates.


 


(a) With respect to
the Global Warrant, subject to the provisions of the Warrant Certificate and the last sentence of this first paragraph of Section
6 and subject to applicable law, rules or regulations, at any time after the closing date of the Offering, and at or prior to the
Close of Business on the Termination Date (as such term is hereinafter defined), any Warrant Certificate or Warrant Certificates
or Global Warrant or Global Warrants may be transferred, split up, combined or exchanged for another Warrant Certificate or Warrant
Certificates or Global Warrant or Global Warrants, entitling the Holder to purchase a like number of shares of Common Stock as
the Warrant Certificate or Warrant Certificates or Global Warrant or Global Warrants surrendered then entitled such Holder to purchase.
Any Holder desiring to transfer, split up, combine or exchange any Warrant Certificate or Global Warrant shall make such request
in writing delivered to the Warrant Agent, and shall surrender the Warrant Certificate or Warrant Certificates to be transferred,
split up, combined or exchanged at the principal office of the Warrant Agent, provided that no such surrender is applicable to
the Holder of a Global Warrant. Any requested transfer of Warrants, whether in book-entry form or certificate form, shall be accompanied
by reasonable evidence of authority of the party making such request that may be required by the Warrant Agent. Thereupon the Warrant
Agent shall, subject to the last sentence of this first paragraph of Section 6, countersign and deliver to the Person entitled
thereto a Warrant Certificate or Warrant Certificates, as the case may be, as so requested. The Company may require payment from
the Holder of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer, split
up, combination or exchange of Warrant Certificates. The Company shall compensate the Warrant Agent per the fee schedule mutually
agreed upon by the parties hereto and provided separately on the date hereof.


 


(b) Upon receipt
by the Warrant Agent of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of a Warrant
Certificate, which evidence shall include an affidavit of loss, or in the case of mutilated certificates, the certificate or
portion thereof remaining, and, in case of loss, theft or destruction, of indemnity in customary form and amount, provision
of a bond and satisfaction of any other reasonable requirements established under the Delaware Corporation code, and
reimbursement to the Company and the Warrant Agent of all reasonable expenses incidental thereto, and upon surrender to the
Warrant Agent and cancellation of the Warrant Certificate if mutilated, the Company will make and deliver a new Warrant
Certificate of like tenor to the Warrant Agent for delivery to the Holder in lieu of the Warrant Certificate so lost, stolen,
destroyed or mutilated.


 


Section 7. Exercise
of Warrants; Exercise Price; Termination Date.


 


(a) The Warrants shall
be exercisable commencing on the Initial Exercise Date. The Warrants shall cease to be exercisable and shall terminate and become
void, and all rights thereunder and under this Agreement shall cease, at or prior to the Close of Business on the Termination Date.
Subject to the foregoing and to Section 7(b) below, the Holder of a Warrant may exercise the Warrant in whole or in part upon surrender
of the Warrant Certificate, if required, with the executed Exercise Notice and payment of the Exercise Price, which may be made,
at the option of the Holder, by wire transfer or by certified or official bank check in United States dollars, to the Warrant Agent
at the principal office of the Warrant Agent or to the office of one of its agents as may be designated by the Warrant Agent from
time to time. In the case of the Holder of a Global Warrant, the Holder shall deliver the executed Exercise Notice and the payment
of the Exercise Price as described herein. Notwithstanding any other provision in this Agreement, a holder whose interest in a
Global Warrant is a beneficial interest in a Global Warrant held in book-entry form through the Depositary (or another established
clearing corporation performing similar functions), shall effect exercises by delivering to the Depositary (or such other clearing
corporation, as applicable) the appropriate instruction form for exercise, complying with the procedures to effect exercise that
are required by the Depositary (or such other clearing corporation, as applicable). The Company acknowledges that the bank accounts
maintained by the Warrant Agent in connection with the services provided under this Agreement will be in its name and that the
Warrant Agent may receive investment earnings in connection with the investment at Warrant Agent risk and for its benefit of funds
held in those accounts from time to time. Neither the Company nor the Holders will receive interest on any deposits or Exercise
Price. Notwithstanding anything herein to the contrary, the Company acknowledges and agrees that upon delivery of an Exercise Notice
or upon a Holder instructing its Participant to exercise, such Holder shall be deemed for all corporate purposes to have become
the holder of record of the Warrant Shares with respect to such exercise, irrespective of the date of delivery of the Warrant Shares,
provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier
of (i) by 12:00 p.m. Eastern Time on the third Trading Day (as defined in the Warrant Certificate) and (ii) the number of Trading
Days comprising the Standard Settlement Period (as defined in the Warrant Certificate), following delivery of the Exercise Notice.


 






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(b) Upon receipt of
an Exercise Notice for a Cashless Exercise, the Company will promptly calculate and transmit to the Warrant Agent the number of
Warrant Shares issuable in connection with such Cashless Exercise and deliver a copy of the Exercise Notice to the Warrant Agent,
which shall issue such number of Warrant Shares in connection with such Cashless Exercise.


 


(c) Upon the Warrant
Agent’s receipt of a Warrant Certificate at or prior to the Close of Business on the Termination Date set forth in such Warrant
Certificate, with the executed Exercise Notice, accompanied by payment of the Exercise Price for the shares to be purchased (other
than in the case of a Cashless Exercise) and an amount equal to any applicable tax, governmental charge or expense reimbursement
referred to in Section 6 in cash, or by certified check or bank draft payable to the order of the Company (or, in the case of the
Holder of a Global Warrant, the delivery of the executed Exercise Notice and the payment of the Exercise Price (other than in the
case of a Cashless Exercise) and any other applicable amounts as set forth herein), the Warrant Agent shall cause the Warrant Shares
underlying such Warrant Certificate or Global Warrant to be delivered to or upon the order of the Holder of such Warrant Certificate
or Global Warrant, registered in such name or names as may be designated by such Holder, no later than the Warrant Share Delivery
Date. If the Company is then a participant in the DWAC system of the Depositary and either (A) there is an effective registration
statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by Holder or (B) the Warrant is being
exercised via Cashless Exercise, then the certificates for Warrant Shares shall be transmitted by the Warrant Agent to the Holder
by crediting the account of the Holder’s broker with the Depositary through its DWAC system. For the avoidance of doubt,
if the Company becomes obligated to pay any amounts to any Holders pursuant to Section 2(d)(i) or 2(d)(iv) of the Warrant Certificate,
such obligation shall be solely that of the Company and not that of the Warrant Agent. Notwithstanding anything else to the contrary
in this Agreement, except in the case of a Cashless Exercise, if any Holder fails to duly deliver payment to the Warrant Agent
of an amount equal to the aggregate Exercise Price of the Warrant Shares to be purchased upon exercise of such Holder’s Warrant
as set forth in Section 7(a) hereof, the Warrant Agent will not obligated to deliver certificates representing any such Warrant
Shares (via DWAC or otherwise) until following receipt of such payment, and the applicable Warrant Share Delivery Date shall be
deemed extended by one day for each day (or part thereof) until such payment is delivered to the Warrant Agent.


 


(d) The Warrant Agent
shall deposit all funds received by it in payment of the Exercise Price for all Warrants in the account of the Company maintained
with the Warrant Agent for such purpose (or to such other account as directed by the Company in writing) and shall advise the Company
via telephone at the end of each day on which funds for the exercise of any Warrant are received of the amount so deposited to
its account. The Warrant Agent shall promptly confirm such telephonic advice to the Company in writing.


 


(e) In case the Holder
of any Warrant Certificate shall exercise fewer than all Warrants evidenced thereby, a new Warrant Certificate evidencing the number
of Warrants equivalent to the number of Warrants remaining unexercised may be issued by the Warrant Agent to the Holder of such
Warrant Certificate or to his duly authorized assigns in accordance with Section 2(d)(ii) of the Warrant Certificate, subject to
the provisions of Section 6 hereof.


 


Section 8. Cancellation
and Destruction of Warrant Certificates. All Warrant Certificates surrendered for the purpose of exercise, transfer, split
up, combination or exchange shall, if surrendered to the Company or to any of its agents, be delivered to the Warrant Agent for
cancellation or in canceled form, or, if surrendered to the Warrant Agent, shall be canceled by it, and no Warrant Certificates
shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Company shall deliver
to the Warrant Agent for cancellation and retirement, and the Warrant Agent shall so cancel and retire, any other Warrant Certificate
purchased or acquired by the Company otherwise than upon the exercise thereof.


 


Section 9. Certain
Representations; Reservation and Availability of Shares of Common Stock or Cash.


 


(a) This Agreement
has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof
by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance
with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication
thereof by the Warrant Agent pursuant hereto and payment therefor by the Holders as provided in the Registration Statement, constitute
valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled
to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law).


 






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(b) As of the date
hereof, the authorized common stock of the Company consists of [_______] shares of Common Stock, of which [_______] of Common
Stock are issued and outstanding, and [_______] shares of Common Stock are reserved for issuance upon exercise of the Warrants.
Except as disclosed in the Registration Statement, there are no other outstanding obligations, warrants, options or other rights
to subscribe for or purchase from the Company any class of capital stock of the Company.


 


(c) The Company covenants
and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its
authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common
Stock that will be sufficient to permit the exercise in full of all outstanding Warrants.


 


(d) The Warrant Agent
will create a reserve account, into which shall be reserved such number of shares of Common Stock that are issuable upon the exercise
of the Warrants in full, and from such reserve account shall the Common Stock be issued upon the exercise of Warrants.


 


(e) The Company further
covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may
be payable in respect of the original issuance or delivery of the Warrant Certificates or certificates evidencing Common Stock
upon exercise of the Warrants. The Company shall not, however, be required to pay any tax or governmental charge which may be
payable in respect of any transfer involved in the transfer or delivery of Warrant Certificates or the issuance or delivery of
certificates for Common Stock in a name other than that of the Holder of the Warrant Certificate evidencing Warrants surrendered
for exercise or to issue or deliver any certificate for shares of Common Stock upon the exercise of any Warrants until any such
tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder of such Warrant
Certificate at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no
such tax or governmental charge is due.


 


Section 10. Common
Stock Record Date. Each Person in whose name any certificate for shares of Common Stock is issued (or to whose broker’s
account is credited shares of Common Stock through the DWAC system) upon the exercise of Warrants shall for all purposes be deemed
to have become the holder of record for the Common Stock represented thereby on, and such certificate shall be dated the date upon
which the Warrant Certificate evidencing such Warrant was duly surrendered (but only if required herein) and payment of the Exercise
Price (and any applicable transfer taxes) and submission of the Exercise Notice was made; provided, however, that
if the date of such surrender (if applicable), payment and submission is a date upon which the Common Stock transfer books of the
Company are closed, such Person shall be deemed to have become the record holder of such shares on, and such certificate shall
be dated, the next succeeding day on which the Common Stock transfer books of the Company are open.


 


Section 11. Adjustment
of Exercise Price, Number of Shares of Common Stock or Number of the Company Warrants. The Exercise Price, the number of shares
covered by each Warrant and the number of Warrants outstanding are subject to adjustment from time to time as provided in Section
3 of the Warrant Certificate. In the event that at any time, as a result of an adjustment made pursuant to Section 3 of the Warrant
Certificate, the Holder of any Warrant thereafter exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other shares so receivable upon exercise of any Warrant
shall be subject to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions
with respect to the shares contained in Section 3 of the Warrant Certificate, and the provisions of Sections 7, 9 and 13 of this
Agreement with respect to the shares of Common Stock shall apply on like terms to any such other shares. All Warrants originally
issued by the Company subsequent to any adjustment made to the Exercise Price pursuant to the Warrant Certificate shall evidence
the right to purchase, at the adjusted Exercise Price, the number of shares of Common Stock purchasable from time to time hereunder
upon exercise of the Warrants, all subject to further adjustment as provided herein.


 


Section 12. Certification
of Adjusted Exercise Price or Number of Shares of Common Stock. Whenever the Exercise Price or the number of shares of Common
Stock issuable upon the exercise of each Warrant is adjusted as provided in Section 11 or 13, the Company shall (a) promptly prepare
a certificate setting forth the Exercise Price of each Warrant as so adjusted, and a brief statement of the facts accounting for
such adjustment, (b) promptly file with the Warrant Agent and with each transfer agent for the Common Stock a copy of such certificate
and (c) instruct the Warrant Agent to send a copy thereof to each Holder of a Warrant Certificate.


 


Section 13. Fractional
Shares of Common Stock.


 


(a) The Company shall
not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional
Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of
such fraction to the nearest whole Warrant (rounded down).


 



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(b) The Company shall
not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional
shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed,
the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.


 


Section 14. Conditions
of the Warrant Agent’s Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following to all of which the Company agrees and to all of which the rights hereunder of the Holders from
time to time of the Warrant Certificates shall be subject:


 


		(a)	Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation
detailed on Exhibit 2 hereto for all services rendered by the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket
expenses (including reasonable counsel fees) incurred without gross negligence, bad faith or willful misconduct by the Warrant
Agent in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant
Agent for, and to hold it harmless against, any loss, liability or expense incurred without gross negligence, bad faith or willful
misconduct on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent hereunder, including
the reasonable costs and expenses of defending against any claim of such liability.



 


		(b)	Agent for the Company. In acting under this Warrant Agreement and in connection with the Warrant
Certificates, the Warrant Agent is acting solely as agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the Holders of Warrant Certificates or beneficial owners of Warrants.



 


		(c)	Counsel. The Warrant Agent may consult with counsel satisfactory to it, which may include counsel
for the Company, and the written advice of such counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice of such counsel.



 


		(d)	Documents. The Warrant Agent shall be protected and shall incur no liability for or in respect
of any action taken or omitted by it in reliance upon any Warrant Certificate, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper
parties.



 


		(e)	Certain Transactions. The Warrant Agent, and its officers, directors and employees, may become
the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant
Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of Holders of Warrant
Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant
Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.



 


		(f)	No Liability for Interest. Unless otherwise agreed with the Company, the Warrant Agent shall have
no liability for interest on any monies at any time received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.



 


		(g)	No Liability for Invalidity. The Warrant Agent shall have no liability with respect to any invalidity
of this Agreement or any of the Warrant Certificates (except as to the Warrant Agent's countersignature thereon).



 


		(h)	No Responsibility for Representations. The Warrant Agent shall not be responsible for any of the
recitals or representations herein or in the Warrant Certificates (except as to the Warrant Agent's countersignature thereon),
all of which are made solely by the Company.



 


		(i)	No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are
herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement
or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable
opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company
of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement
or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility
in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings
at law.



 






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Section 15. Purchase
or Consolidation or Change of Name of Warrant Agent.


 


(a) Any corporation
into which the Warrant Agent or any successor Warrant Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Warrant Agent or any successor Warrant Agent shall be party, or any corporation
succeeding to the corporate trust business of the Warrant Agent or any successor Warrant Agent, shall be the successor to the Warrant
Agent under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties hereto,
provided that such corporation would be eligible for appointment as a successor Warrant Agent under the provisions of Section 17.
In case at the time such successor Warrant Agent shall succeed to the agency created by this Agreement any of the Warrant Certificates
shall have been countersigned but not delivered, any such successor Warrant Agent may adopt the countersignature of the predecessor
Warrant Agent and deliver such Warrant Certificates so countersigned; and in case at that time any of the Warrant Certificates
shall not have been countersigned, any successor Warrant Agent may countersign such Warrant Certificates either in the name of
the predecessor Warrant Agent or in the name of the successor Warrant Agent; and in all such cases such Warrant Certificates shall
have the full force provided in the Warrant Certificates and in this Agreement.


 


(b) In case at any
time the name of the Warrant Agent shall be changed and at such time any of the Warrant Certificates shall have been countersigned
but not delivered, the Warrant Agent may adopt the countersignature under its prior name and deliver Warrant Certificates so countersigned;
and in case at that time any of the Warrant Certificates shall not have been countersigned, the Warrant Agent may countersign such
Warrant Certificates either in its prior name or in its changed name; and in all such cases such Warrant Certificates shall have
the full force provided in the Warrant Certificates and in this Agreement.


 


Section 16. Duties
of Warrant Agent. The Warrant Agent undertakes the duties and obligations imposed by this Agreement upon the following terms
and conditions, by all of which the Company, by its acceptance hereof, shall be bound:


 


(a) The Warrant Agent
may consult with legal counsel reasonably acceptable to the Company (who may be legal counsel for the Company), and the opinion
of such counsel shall be full and complete authorization and protection to the Warrant Agent as to any action taken or omitted
by it in good faith and in accordance with such opinion.


 


(b) Whenever in the
performance of its duties under this Agreement the Warrant Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a certificate
signed by the Chief Executive Officer, Chief Financial Officer or Vice President of the Company; and such certificate shall be
full authentication to the Warrant Agent for any action taken or suffered in good faith by it under the provisions of this Agreement
in reliance upon such certificate.


 


(c) Subject to the
limitation set forth in Section 14, the Warrant Agent shall be liable hereunder only for its own gross negligence, bad faith or
willful misconduct, or for a breach by it of this Agreement.


 


(d) The Warrant Agent
shall not be liable for or by reason of any of the statements of fact or recitals contained in this Agreement or in the Warrant
Certificates (except its countersignature thereof) by the Company or be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the Company only.


 


(e) The Warrant Agent
shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant Certificate (except its
countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in
this Agreement or in any Warrant Certificate; nor shall it be responsible for the adjustment of the Exercise Price or the making
of any change in the number of shares of Common Stock required under the provisions of Section 11 or 13 or responsible for the
manner, method or amount of any such change or the ascertaining of the existence of facts that would require any such adjustment
or change (except with respect to the exercise of Warrants evidenced by Warrant Certificates after actual notice of any adjustment
of the Exercise Price); nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any Warrant Certificate or as to whether
any shares of Common Stock will, when issued, be duly authorized, validly issued, fully paid and nonassessable.


 






    	 	6	 



     


    

 


(f) Each party hereto
agrees that it will perform, execute, acknowledge and deliver or cause to be performed, executed, acknowledged and delivered all
such further and other acts, instruments and assurances as may reasonably be required by the other party hereto for the carrying
out or performing by any party of the provisions of this Agreement.


 


(g) The Warrant Agent
is hereby authorized to accept instructions with respect to the performance of its duties hereunder from the Chief Executive Officer,
Chief Financial Officer or Vice President of the Company, and to apply to such officers for advice or instructions in connection
with its duties, and it shall not be liable and shall be indemnified and held harmless for any action taken or suffered to be taken
by it in good faith in accordance with instructions of any such officer, provided Warrant Agent carries out such instructions without
gross negligence, bad faith or willful misconduct.


 


(h) The Warrant Agent
and any shareholder, director, officer or employee of the Warrant Agent may buy, sell or deal in any of the Warrants or other securities
of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though it were not Warrant Agent under this Agreement. Nothing
herein shall preclude the Warrant Agent from acting in any other capacity for the Company or for any other legal entity.


 


(i) The Warrant Agent
may execute and exercise any of the rights or powers hereby vested in it or perform any duty hereunder either itself or by or through
its attorney or agents, and the Warrant Agent shall not be answerable or accountable for any act, default, neglect or misconduct
of any such attorney or agents or for any loss to the Company resulting from any such act, default, neglect or misconduct, provided
reasonable care was exercised in the selection and continued employment thereof.


 


Section 17. Change
of Warrant Agent. The Warrant Agent may resign and be discharged from its duties under this Agreement upon 30 days’ notice
in writing sent to the Company and to each transfer agent of the Common Stock, and to the Holders of record of the Warrant Certificates.
The Company may remove the Warrant Agent or any successor Warrant Agent upon 30 days’ notice in writing, sent to the Warrant
Agent or successor Warrant Agent, as the case may be, and to each transfer agent of the Common Stock, and to the Holders of the
Warrant Certificates. If the Warrant Agent shall resign or be removed or shall otherwise become incapable of acting, the Company
shall appoint a successor to the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days after
such removal or after it has been notified in writing of such resignation or incapacity by the resigning or incapacitated Warrant
Agent or by the Holder of a Warrant Certificate (who shall, with such notice, submit his Warrant Certificate for inspection by
the Company), then the Holder of any Warrant Certificate may apply to any court of competent jurisdiction for the appointment of
a new Warrant Agent, provided that, for purposes of this Agreement, the Company shall be deemed to be the Warrant Agent until a
new warrant agent is appointed. Any successor Warrant Agent, whether appointed by the Company or by such a court, shall be a corporation
organized and doing business under the laws of the United States or of a state thereof, in good standing, which is authorized under
such laws to exercise corporate trust powers and is subject to supervision or examination by federal or state authority and which
has at the time of its appointment as Warrant Agent a combined capital and surplus of at least $50,000,000. After appointment,
the successor Warrant Agent shall be vested with the same powers, rights, duties and responsibilities as if it had been originally
named as Warrant Agent without further act or deed; but the predecessor Warrant Agent shall deliver and transfer to the successor
Warrant Agent any property at the time held by it hereunder, and execute and deliver any further assurance, conveyance, act or
deed necessary for the purpose. Not later than the effective date of any such appointment, the Company shall file notice thereof
in writing with the predecessor Warrant Agent and each transfer agent of the Common Stock, and mail a notice thereof in writing
to the Holders of the Warrant Certificates. However, failure to give any notice provided for in this Section 17, or any defect
therein, shall not affect the legality or validity of the resignation or removal of the Warrant Agent or the appointment of the
successor Warrant Agent, as the case may be.


 


Section 18. Issuance
of New Warrant Certificates. Notwithstanding any of the provisions of this Agreement or of the Warrants to the contrary, the
Company may, at its option, issue new Warrant Certificates evidencing Warrants in such form as may be approved by its Board of
Directors to reflect any adjustment or change in the Exercise Price per share and the number or kind or class of shares of stock
or other securities or property purchasable under the several Warrant Certificates made in accordance with the provisions of this
Agreement.


 






    	 	7	 



     


    

 


Section 19. Notices.
Notices or demands authorized by this Agreement to be given or made (i) by the Warrant Agent or by the Holder of any Warrant Certificate
to or on the Company, (ii) subject to the provisions of Section 17, by the Company or by the Holder of any Warrant Certificate
to or on the Warrant Agent or (iii) by the Company or the Warrant Agent to the Holder of any Warrant Certificate, shall be deemed
given (a) on the date delivered, if delivered personally, (b) on the first Business Day following the deposit thereof with Federal
Express or another recognized overnight courier, if sent by Federal Express or another recognized overnight courier, (c) on the
fourth Business Day following the mailing thereof with postage prepaid, if mailed by registered or certified mail (return receipt
requested), and (d) the date of transmission, if such notice or communication is delivered via facsimile or email attachment at
or prior to 5:30 p.m. (New York City time) on a Business Day and (e) the next Business Day after the date of transmission, if
such notice or communication is delivered via facsimile or email attachment on a day that is not a Business Day or later than
5:30 p.m. (New York City time) on any Business Day, in each case to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):


 


		(a)	If to the Company,
                                         to:



 


[_]


Attention: [_______]


Fax: [_______]


Email: [_______]


 


		(b)	If to the Warrant
                                         Agent, to:



 


[_______]


[_______]


[_______]


Attention: [_______]


Facsimile: [_______]


Email: [_______]


 


For any notice delivered
by email to be deemed given or made, such notice must be followed by notice sent by overnight courier service to be delivered on
the next business day following such email, unless the recipient of such email has acknowledged via return email receipt of such
email.


 


(c) If to the Holder
of any Warrant Certificate, to the address of such Holder as shown on the registry books of the Company. Any notice required to
be delivered by the Company to the Holder of any Warrant may be given by the Warrant Agent on behalf of the Company. Notwithstanding
any other provision of this Agreement, where this Agreement provides for notice of any event to a Holder of any Warrant, such notice
shall be sufficiently given if given to the Depositary (or its designee) pursuant to the procedures of the Depositary or its designee.


 


Section 20. Supplements
and Amendments.


 


(a) The Company and
the Warrant Agent may from time to time supplement or amend this Agreement without the approval of any Holders of Global Warrant
Certificates in order to add to the covenants and agreements of the Company for the benefit of the Holders of the Global Warrant
Certificates or to surrender any rights or power reserved to or conferred upon the Company in this Agreement, provided that such
addition or surrender shall not adversely affect the interests of the Holders of the Global Warrant Certificates in any material
respect.


 


(b) In addition to
the foregoing, with the consent of Holders of Warrants entitled, upon exercise thereof, to receive not less than a majority of
the shares of Common Stock issuable thereunder, the Company and the Warrant Agent may modify this Agreement for the purpose of
adding any provisions to or changing in any manner or eliminating any of the provisions of this Warrant Agreement or modifying
in any manner the rights of the Holders of the Global Warrant Certificates; provided, however, that no modification
of the terms (including but not limited to the adjustments described in Section 11) upon which the Warrants are exercisable or
reducing the percentage required for consent to modification of this Agreement may be made without the consent of the Holder of
each outstanding warrant certificate affected thereby. As a condition precedent to the Warrant Agent’s execution of any amendment,
the Company shall deliver to the Warrant Agent a certificate from a duly authorized officer of the Company that states that the
proposed amendment complies with the terms of this Section 20.


 


Section 21. Successors.
All covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to
the benefit of their respective successors and assigns hereunder.


 


Section 22. Benefits
of this Agreement. Nothing in this Agreement shall be construed to give any Person other than the Company, the Holders of Warrant
Certificates and the Warrant Agent any legal or equitable right, remedy or claim under this Agreement; but this Agreement shall
be for the sole and exclusive benefit of the Company, the Warrant Agent and the Holders of the Warrant Certificates.


 






    	 	8	 



     


    

 


Section 23. Governing
Law. This Agreement and each Warrant Certificate issued hereunder shall be governed by, and construed in accordance with, the
laws of the State of New York without giving effect to the conflicts of law principles thereof.


 


Section 24. Counterparts.
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and the same instrument.


 


Section 25. Captions.
The captions of the sections of this Agreement have been inserted for convenience only and shall not control or affect the meaning
or construction of any of the provisions hereof.


 


Section 26. Information.
The Company agrees to promptly provide to the Holders of the Warrants any information it provides to the holders of the Common
Stock, except to the extent any such information is publicly available on the EDGAR system (or any successor thereof) of the Securities
and Exchange Commission.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


 





	Pareteum Corporation
	 
	 	 	 
	 	 	 
	By:	        	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	 	 
	Continental Stock Transfer & Trust Company
	 	 	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 



    	 	9	 



     


    


 


Annex A: Form of
Warrant Certificate Request Notice


 


 


WARRANT CERTIFICATE
REQUEST NOTICE


 


To: [_______] as Warrant
Agent for [_], Inc. (the “Company”)


 


The undersigned Holder
of Common Stock Purchase Warrants (“Warrants”) in the form of Global Warrants issued by the Company hereby elects to
receive a Warrant Certificate evidencing the Warrants held by the Holder as specified below:


 


		1.	Name of Holder of Warrants in form of Global Warrants: _____________________________



 


		2.	Name of Holder in Warrant Certificate (if different from name of Holder of Warrants in form of
Global Warrants): ________________________________



 


		3.	Number of Warrants in name of Holder in form of Global Warrants: ___________________



 


		4.	Number of Warrants for which Warrant Certificate shall be issued: __________________



 


		5.	Number of Warrants in name of Holder in form of Global Warrants after issuance of Warrant Certificate,
if any: ___________



 


		6.	Warrant Certificate shall be delivered to the following address:



 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


The undersigned hereby
acknowledges and agrees that, in connection with this Warrant Exchange and the issuance of the Warrant Certificate, the Holder
is deemed to have surrendered the number of Warrants in form of Global Warrants in the name of the Holder equal to the number of
Warrants evidenced by the Warrant Certificate.


 


[SIGNATURE OF HOLDER]





Name of Investing Entity:
____________________________________________________


 


Signature of Authorized
Signatory of Investing Entity: ______________________________


 


Name of Authorized
Signatory: ________________________________________________


 


Title of Authorized
Signatory: _________________________________________________


 


Date: _______________________________________________________________


 




    	 	10	 



     


    


 


Exhibit 1: Form
of Warrant Certificate


 


 


 


 


 



    	 	11