Exhibit 10.2


 


EXCHANGE AGREEMENT


 


THIS EXCHANGE AGREEMENT (this “Agreement”)
is made as of _______________, 2020 (the “Effective Date”), by and between Pareteum Corporation, a Delaware
corporation (the “Company”), and __________________ (the “Investor”).


 


WHEREAS, the Investor holds the number
of shares of 8% Series C Redeemable Preferred Stock set forth in Schedule A attached hereto (the “Existing Securities”),
including 0.74 shares of such class purchased on or about the date hereof;


 


WHEREAS, the Company and the Investor
agree that certain of the Existing Securities would have otherwise been entitled to a 12.5% redemption premium, whereas certain
other Existing Securities are not entitled to such premium, in each case, as indicated in Schedule A attached hereto; and


 


WHEREAS, subject to the terms and
conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), and in reliance on Section 3(a)(9) of the Securities Act, the Company desires to exchange with the Investor,
and the Investor desires to exchange with the Company, the Existing Securities for shares of the Company’s common stock,
par value $0.00001 per share (“Common Stock” or the “Exchange Securities”);


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the premises and the mutual
agreements, representations and warranties, provisions and covenants contained herein, the parties hereto, intending to be legally
bound hereby, agree as follows:


 


1.                  
Definitions. Capitalized terms not otherwise defined herein shall have the following meanings:


 


		(a)	“Commission” means the U.S. Securities and Exchange Commission.



 


		(b)	“Conversion Price” means $0.70, as adjusted ratably for any combinations or divisions (including
any reverse split) of the Common Stock effected after date hereof and prior to the Exchange (as defined below).



 


		(c)	“Freely Tradeable” means that (A) the Exchange Securities would be eligible to be offered, sold or
otherwise transferred by the Investor pursuant to Rule 144, without any requirements as to volume, manner of sale, availability
of current public information (whether or not then satisfied) or notice under the Securities Act and without any requirement for
registration under any state securities or “blue sky” laws; or (B) the resale of the Exchange Securities shall have
been registered under the Securities Act pursuant to a registration statement on Form S-1 or Form S-3 (or any successor form thereto)
that has been declared effective by the Commission and with respect to which no stop order preventing or suspending the effectiveness
of such registration statement or suspending or preventing the use of the prospectus contained therein has been issued by the Commission
and no proceedings for that purpose have been instituted or, to the knowledge of the Company, threatened by the Commission.



 


		(d)	“NASDAQ Approval Date” means the date that the review by the NASDAQ Stock Exchange of the Company’s
Listing of Additional Shares Notification is complete.



 


		(e)	“Stockholder Approval Date” means the date that the holders of a majority of the Company’s
then-outstanding shares of Common Stock vote or consent in writing to the issuance of the Exchange Securities.



 


		(f)	“Trading Day” means a day on which trading in the Common Stock generally occurs on the principal
U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed
on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If
the Common Stock is not so listed or traded, then “Trading Day” means a business day.



 






     


     


    

 


2.                  
Exchange.


 


(a)                
On the Closing Date (as defined below), upon the tender of the Investor’s Existing Securities, the Company shall cause
the number of Exchange Securities determined in accordance with Section 2(c) hereunder to be issued to the Investor. Subject
to the satisfaction or waiver of the conditions set forth in Section 3, the exchange of the Existing Securities for the
Exchange Securities (the “Closing”) shall take place by electronic exchange of executed documents.


 


(b)                
The Investor may cause a Closing to take place, subject to the satisfaction or waiver of the conditions set forth in Section
3, at any time before December 24, 2021, at its sole election, so long as it has given at least two business days’ written
notice to the Company (the date of such Closing, an “Investor Option Closing Date”).


 


(c)                
If by December 22, 2021, the Investor has not provided notice of an Investor Option Closing Date, then the Company, at its
sole election, by giving written notice to the Investor, may cause a Closing to take place, subject to the satisfaction or waiver
of the conditions set forth in Section 3, on or about December 24, 2021 (the date of such Closing, a “Company
Option Closing Date”; each of the Investor Option Closing Date and the Company Option Closing Date may be referred
to herein as a “Closing Date”).


 


(d)                
At the Closing, the following transactions shall occur (such transaction an “Exchange”):


 


(i)                 
On the Closing Date, in exchange for the Existing Securities, the Company shall deliver Exchange Securities to the Investor
or its designee in accordance with the Investor’s delivery instructions set forth on the Investor signature page hereto.
The number of Exchange Securities to be issued in the Exchange shall be determined in accordance with the following formula:


 


	No. of Shares of Common Stock to be Issued	=	W + X + Y
	Z


 


Where:


 


“W” is the Stated Value
of the Existing Securities subject to the Exchange;


 


“X” is the value of
any accrued dividends on the Existing Securities, which, in accordance with the Certificate of Designations for the Existing Securities,
accrue on a daily basis in arrears at the rate of 8% per annum on the Stated Value (as defined in such Certificate of Designations)
of the Existing Securities;


 


“Y” is the amount of
the “Redemption Premium,” if any, on such shares of Existing Securities reflected on Schedule A subject to the
Exchange; and


 


“Z” is the Conversion
Price.


 


Upon receipt of the Exchange Securities
in accordance with this Section 2(c), all of the Investor’s rights under the exchanged Existing Securities shall be
extinguished.


 


(ii)               
On the Closing Date, the Investor shall be deemed for all corporate purposes to have become the holder of record of the
Exchange Securities, and the Existing Securities shall be deemed for all corporate purposes to have been cancelled, irrespective
of the date such Exchange Securities are delivered to the Investor in accordance herewith. Until the Existing Securities have been
delivered to the Company, the Investor shall bear the risk that they are acquired by a bona fide purchaser with no notice of the
Investor’s and the Company’s claims.


 






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(iii)             
The Company and the Investor shall execute and/or deliver such other documents and agreements as are customary and reasonably
necessary to effectuate the Exchanges, including, at the request of the Company or its transfer agent, executed stock powers in
customary form.


 


3.                  
Closing Conditions.


 


(a)                
Conditions to Investor’s Obligations. The obligation of the Investor to consummate the Exchange is subject
to the fulfillment, to the Investor’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(i)                 
NASDAQ Approval. The NASDAQ Approval Date shall have occurred.


 


(ii)               
Freely Tradeable Shares. The Exchange Securities shall upon issuance be Freely Tradeable.


 


(iii)             
Stockholder Approval. If the Company has determined that stockholder approval is required under the rules of the
NASDAQ Stock Market, then the Stockholder Approval Date shall have occurred.


 


(iv)              
Representations and Warranties. The representations and warranties of the Company contained in this Agreement shall
be true and correct in all material respects on the date hereof and on and as of the Effective Date and Closing Date as if made
on and as of such date.


 


(v)                
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(vi)              
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents
and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Investor, and the Investor
shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.


 


(vii)            
Consents. The Company shall have obtained all required consents, as set forth on Schedule 3(e)).


 


(viii)          
Price Requirement. The average Daily VWAP per share of Common Stock shall have been at least $0.60 for five (5) consecutive
Trading Days, if the Closing Date will occur on or after December 31, 2020.


 


(b)                
Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject
to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions:


 


(i)                 
NASDAQ Approval. The NASDAQ Approval Date shall have occurred.


 


(ii)               
Stockholder Approval. If the Company has determined that stockholder approval is required under the rules of the
NASDAQ Stock Market, then the Stockholder Approval Date shall have occurred.


 


(iii)             
Representations and Warranties. The representations and warranties of the Investor contained in this Agreement shall
be true and correct in all material respects on the date hereof and on and as of the Effective Date and Closing Date as if made
on and as of such date.


 






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(iv)              
No Actions. No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or authority or legislative body to enjoin, restrain, prohibit, or obtain substantial
damages in respect of, this Agreement or the consummation of the transactions contemplated by this Agreement.


 


(v)          
Proceedings and Documents. All proceedings in connection with the transactions contemplated hereby and all documents
and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Company and the Company
shall have received all such counterpart originals or certified or other copies of such documents as the Company may reasonably
request.


 


(vi)        
Consents. The Company shall have obtained all required consents, as set forth on Schedule 3(e).


 


(vii)      
Board Approval. The issuance of the Exchange Securities shall have been approved by the Board of Directors of the
Company.


 


4.                  
Delay of Mandatory Redemption Date. The Investor and the Company agree to delay the date on which the Company must
redeem the Existing Securities until 11:59 p.m. Eastern Time on December 24, 2021, and therefore, the Investor is hereby irrevocably
waiving and surrendering its right to cause the Company to redeem in cash any Existing Securities it holds until that date and
time.


 


5.                  
Representations and Warranties of the Company. The Company hereby represents and warrants to Investor that:


 


(a)                
Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Delaware. The Company is duly qualified to transact business and is in good standing
in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.


 


(b)                
Authorization. All corporate action on the part of the Company necessary for the authorization, execution and delivery
of this Agreement and the performance of all obligations of the Company hereunder, and the authorization (or reservation for issuance
of) the Exchange Securities, the Exchanges, and the issuance of the Exchange Securities have been taken on or prior to the date
hereof.


 


(c)                
Valid Issuance of the Securities. The Common Stock when issued and delivered in accordance with the terms of this
Agreement will be duly and validly issued, fully paid and non-assessable.


 


(d)                
Offering. Subject to the truth and accuracy of the Investor’s representations set forth in Section 6
of this Agreement, the offer and issuance of the Exchange Securities as contemplated by this Agreement are exempt from the registration
requirements of the Securities Act. Neither the Company nor any authorized agent acting on its behalf will take any action hereafter
that would cause the loss of such exemptions.


 


(e)                
Consents; Waivers. Other than as set forth on Schedule 3.(e), no consent, waiver, approval or authority of
any nature, or other formal action, by any Person, not already obtained, is required in connection with the execution and delivery
of this Agreement by the Company or the consummation by the Company of the transactions provided for herein and therein.


 


(f)                 
Acknowledgment Regarding Investor’s Purchase of Securities. The Company acknowledges and agrees that the Investor
is acting solely in the capacity of arm’s-length Investor with respect to this Agreement and the other documents entered
into in connection herewith (collectively, the “Transaction Documents”). The Company further acknowledges
that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to
the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Investor or any of
its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby
is merely incidental to the Investor’s acceptance of the Exchange Securities. The Company further represents to the Investor
that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by
the Company and its representatives.


 






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(g)                
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Company is a party
have been duly and validly authorized, executed and delivered on behalf of the Company and shall constitute the legal, valid and
binding obligations of the Company enforceable against the Company 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.
The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which the Company is
a party and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) result in a violation
of the organizational documents of the Company 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 the Company is a party or by which it is bound, or (iii) result in a violation
of any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws)
applicable to the Company, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to perform its obligations
hereunder.


 


(h)                
Bring-Down of Representations and Warranties. Except as set forth in the disclosure schedules hereto, all legal and
factual representations and warranties made by the Company to the Investor in any prior agreements pursuant to which the Exchange
Securities were originally issued are accurate and complete in all material respects as of the date hereof, unless as of a specific
date therein in which case they shall be accurate as of such date (or, to the extent representations or warranties are qualified
by materiality or Material Adverse Effect (as defined in such agreements), in all respects).


 


(i)                 
No Commission Paid. Neither the Company nor any of its Affiliates nor any person acting on behalf of or for the benefit
of any of the foregoing, has paid or given, or agreed to pay or give, directly or indirectly, any commission or other remuneration
(within the meaning of Section 3(a)(9) of the Securities Act and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder) for soliciting the Exchange.


 


6.                  
Representations and Warranties of the Investor. The Investor hereby represents, warrants and covenants that:


 


(a)                
Authorization. The Investor has full power and authority to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution
and delivery of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated
hereby.


 


(b)                
Accredited Investor Status; Investment Experience. The Investor is an “accredited investor” as that
term is defined in Rule 501(a) of Regulation D under the Securities Act. The Investor can bear the economic risk of its investment
in the Exchange Securities, and has such knowledge and experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Exchange Securities.


 


(c)                
Reliance on Exemptions. The Investor understands that the Exchange Securities are being offered and issued 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 the Investor’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of such
exemptions and the eligibility of the Investor to acquire the Exchange Securities.


 


(d)                
Information. The Investor 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 issuance of the Exchange Securities which have been
requested by the Investor. The Investor has had the opportunity to review the Company's filings with the Securities and Exchange
Commission. The Investor and its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither
such inquiries nor any other due diligence investigations conducted by the Investor or its advisors, if any, or its representatives
shall modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained
herein. The Investor understands that its investment in the Exchange Securities involves a high degree of risk. The Investor 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 Exchange Securities. The Investor is relying solely on its own accounting, legal and tax advisors, and
not on any statements of the Company or any of its agents or representatives, for such accounting, legal and tax advice with respect
to its acquisition of the Exchange Securities and the transactions contemplated by this Agreement. The Investor has reviewed the
schedules attached hereto.


 






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(e)                
No Governmental Review. The Investor 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 Exchange 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 Exchange
Securities.


 


(f)                 
Validity; Enforcement; No Conflicts. This Agreement and each Transaction Document to which the Investor is a party
have been duly and validly authorized, executed and delivered on behalf of the Investor and shall constitute the legal, valid and
binding obligations of the Investor enforceable against the Investor 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. The execution, delivery and performance by the Investor of this Agreement and each Transaction Document to which the
Investor is a party and the consummation by the Investor of the transactions contemplated hereby and thereby will not (i) result
in a violation of the organizational documents of the Investor 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 the Investor is a party, or (iii) result in a violation of
any law, rule, regulation, order, judgment or decree (including federal and state securities or “blue sky” laws) applicable
to the Investor, except in the case of clause (ii) above, for such conflicts, defaults or rights which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Investor to perform its obligations
hereunder.


 


(g)                
Bring-Down of Representations and Warranties. All legal and factual representations and warranties made by the Investor
to the Company in any prior agreements pursuant to which the Exchange Securities were originally issued are accurate and complete
in all material respects as of the date hereof, unless as of a specific date therein in which case they shall be accurate as of
such date (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined
in such agreements), in all respects).


 


(h)                
Restricted Securities. The Investor understands that: (i) the issuance, sale and resale of the Exchange Securities
have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder, (B) the Investor shall have delivered to the Company
(if requested by the Company) an opinion of counsel to the Investor, in form and substance reasonably acceptable to the Company,
to the effect that such Exchange Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to
an exemption from such registration, or (C) the Investor provides the Company with reasonable assurance that such Exchange Securities
are being sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the Securities Act (or a successor
rule thereto) (collectively, “Rule 144”); and (ii) any sale of the Exchange 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 Exchange 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 Securities Act) may require compliance with some other exemption under the Securities
Act or the rules and regulations of the Commission promulgated thereunder.


 


(i)                 
Legend. The Investor understands that the Exchange Securities shall be issued pursuant to an exemption from registration
or qualification under the Securities Act and applicable state securities laws, and except as set forth below, the Exchange 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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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 INVESTOR (IF REQUESTED BY THE COMPANY), IN FORM AND
SUBSTANCE 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.


 


(j)                 
Removal of Legends. Certificates evidencing the Exchange Securities shall not be required to contain the legend set
forth in Section 6.(i) above or any other legend (i) while a registration statement covering the resale of such Exchange
Securities is effective under the Securities Act, (ii) following any sale of such Exchange Securities pursuant to Rule 144 (as
defined herein) (assuming the transferor is not an affiliate of the Company), (iii) in connection with a sale, assignment or other
transfer (other than under Rule 144), provided that the Investor provides the Company with an opinion of counsel to the Investor,
in a generally acceptable form, to the effect that such sale, assignment or transfer of the Exchange Securities may be made without
registration under the applicable requirements of the Securities Act or (iv) if such legend is not required under applicable requirements
of the Securities Act (including, without limitation, controlling judicial interpretations and pronouncements issued by the Commission).
If a legend is not required pursuant to the foregoing, the Company shall no later than three (3) business days following the delivery
by the Investor to the Company or the transfer agent (with notice to the Company) of a legended certificate representing such Exchange
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 the Investor as may be required above in this Section 6(j),
as directed by the Investor, either: (A) provided that the Company’s transfer agent is participating in the DTC Fast Automated
Securities Transfer Program, credit the aggregate number of shares of Common Stock to which the Investor shall be entitled to the
Investor’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if
the Company’s transfer agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver
(via reputable overnight courier) to the Investor, a certificate representing such Exchange Securities that is free from all restrictive
and other legends, registered in the name of the Investor or its designee. The Company shall be responsible for any transfer agent
fees or DTC fees with respect to any issuance of Exchange Securities or the removal of any legends with respect to any Exchange
Securities in accordance herewith, including, but not limited to, fees for the opinions of counsel rendered to the transfer agent
in connection with the removal of any legends.


 


7.                  
Additional Covenants.


 


(a)                
Tacking. Subject to the truth and accuracy of the Investor’s representations set forth in Section 6
of this Agreement, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Exchange
Securities issued in exchange for the Existing Securities will tack back to the original issue dates of each of the Existing Securities
pursuant to Rule 144 and the Company agrees not to take a position to the contrary.


 


(b)                
Blue Sky. The Company shall make all filings and reports relating to the Exchange required under applicable securities
or “Blue Sky” laws of the states of the United States following the date hereof, if any.


  


(c)                
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts,
if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance
of this Agreement.


 


8.                  
Miscellaneous.


 


(a)                
Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure
to the benefit of and be binding upon the parties hereto and the respective successors, and assigns, or transferees of the parties.
Nothing in this Agreement, express or implied, is intended to confer upon any party, other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


 






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(b)                
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. Each party hereby irrevocably submits to the exclusive jurisdiction
of the state or federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder
or in connection herewith or with any transaction contemplated hereby or discussed herein, 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. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH
OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.


 


(c)                
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to
be considered in construing or interpreting this Agreement.


 


(d)                
Notices.


 


Any notice or communication permitted or required hereunder
shall be in writing and shall be deemed sufficiently given if hand-delivered or sent (i) postage prepaid by registered mail, return
receipt requested, or (ii) by email, to the respective parties as set forth below, or to such other address as either party may
notify the other in writing.


 


	If to the Company, to:	Pareteum Corporation
	 	1185 Avenue of the Americas, 37th Floor
	 	New York, NY 10036
	 	Attention:  Corporate Secretary 
	 	 
	With a copy to, which shall not constitute notice:	
        Stephen E. Older, Esq.

        McGuireWoods LLP

        1251 Avenue of the
        Americas, 20th Floor

        New York, NY 10020

        Email: solder@mcguirewoods.com



 


If to Investor, to the address set forth on the signature page
of the Investor. 


 


(e)                
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement
may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent
of the Company and the Investor. Any amendment or waiver effected in accordance with this paragraph shall be binding upon Investor
and the Company, provided that no such amendment shall be binding on a holder that does not consent thereto to the extent such
amendment treats such party differently than any party that does consent thereto.


 


(f)                 
Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.


 






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(g)                
Entire Agreement. This Agreement represents the entire agreement and understanding between the parties concerning
the Exchange and the other matters described herein and therein and supersede and replaces any and all prior agreements and understandings
solely with respect to the subject matter hereof and thereof.


 


(h)                
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument.


 


(i)                 
Interpretation. Unless the context of this Agreement clearly requires otherwise, (a) references to the plural include
the singular, the singular the plural, the part the whole, (b) references to any gender include all genders, (c) “including”
has the inclusive meaning frequently identified with the phrase “but not limited to” and (d) references to “hereunder”
or “herein” relate to this Agreement.


 


(j)                 
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.


 


(k)                
Survival. The representations, warranties and covenants of the Company and the Investor contained herein shall survive
all Closings and deliveries of the Exchange Securities.


 


(l)                 
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.


 


(m)              
No Strict 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.


 


[SIGNATURES ON THE FOLLOWING PAGES] 


 




    	 	9	 



     


    


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	 	THE COMPANY
	 	 	 
	 	PARETEUM CORPORATION, INC.
	 	 	 
	 	By: 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	Title:	 





 


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be duly executed and delivered as of the date provided above.


 


	INVESTOR	 
	 	 	 
	 	 	 
	By: 	 	 
	 	 	 
	Name: 	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 
	 	 
	 	 
	 	 
	 	 


 


 


 




    [Signature Page to Exchange Agreement]


     


    


 


Schedule A


 


	No. of Preferred C Shares	Stated Value	Original purchase price	Annual Dividend (8%)	Redemption Premium (12.5%)
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


 


 




    Disclosure Schedule


     


    


 


Schedule 3(e)


 


Consent of The Nasdaq Stock Market LLC


 


 


 


 




    Disclosure Schedule