Exhibit 10.2


 


PLACEMENT AGENCY AGREEMENT


 


Dawson James Securities,
Inc.

1 North Federal Highway

Boca Raton, Florida 33432


 


December 1, 2017


 


Ladies and Gentlemen:


 


This letter (this “Agreement”)
constitutes the agreement between Pareteum Corp., a Delaware corporation (the “Company”) and Dawson James Securities,
Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the exclusive
placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection
with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section
3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable
“best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase
the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing
the Securities.


 


1.            Appointment
of Dawson James Securities, Inc. as Exclusive Placement Agent.


 


On the basis of the
representations, warranties, covenants and agreements of the Company herein contained, and subject to all the terms and conditions
of this Agreement, the Company hereby appoints the Placement Agent as its exclusive placement agent in connection with a distribution
of its Securities to be offered and sold by the Company pursuant to a registration statement filed under the Securities Act of
1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-213575), and Dawson agrees to act as the Company’s
exclusive Placement Agent. Pursuant to this appointment, the Placement Agent will solicit offers for the purchase of or attempt
to place all or part of the Securities of the Company in the proposed Offering. Until the final closing or earlier upon termination
of this Agreement pursuant to Section 5 hereof, the Company shall not, without the prior written consent of the Placement Agent,
solicit or accept offers to purchase the Securities other than through the Placement Agent. The Company acknowledges that the Placement
Agent will act as an agent of the Company and use its reasonable “best efforts” to solicit offers to purchase the Securities
from the Company on the terms, and subject to the conditions, set forth in the Prospectus (as defined below). The Placement Agent
shall use commercially reasonable efforts to assist the Company in obtaining performance by each Purchaser whose offer to purchase
Securities has been solicited by the Placement Agent, but the Placement Agent shall not, except as otherwise provided in this Agreement,
be obligated to disclose the identity of any potential purchaser or have any liability to the Company in the event any such purchase
is not consummated for any reason. Under no circumstances will the Placement Agent be obligated to underwrite or purchase any Securities
for its own account and, in soliciting purchases of the Securities, the Placement Agent shall act solely as an agent of the Company.
The Services provided pursuant to this Agreement shall be on an “agency” basis and not on a “principal”
basis.


 


The Placement Agent
will solicit offers for the purchase of the Securities in the Offering at such times and in such amounts as the Placement Agent
deems advisable. The Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in
whole or in part. The Placement Agent may retain other brokers or dealers acceptable to the Company to act as sub-agents on its
behalf in connection with the Offering and may pay any sub-agent a solicitation fee with respect to any Securities placed by it.
The Company and Placement Agent shall negotiate the timing and terms of the Offering and acknowledge that the Offering and the
provision of Placement Agent services related to the Offering are subject to market conditions and the receipt of all required
related clearances and approvals.


 




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2.            Fees;
Expenses; Other Arrangements.


 


A.           Placement
Agent’s Fee. As compensation for services rendered, the Company shall pay to the Placement Agent in cash by wire transfer
in immediately available funds to an account or accounts designated by the Placement Agent an amount (the “Placement Fee”)
equal to eight percent (8.0%) of the aggregate gross proceeds received by the Company from the sale of the Securities, at the closing
(the “Closing” and the date on which the Closing occurs, the “Closing Date”); and the Company
shall issue to the Placement Agent or its designees at the Closing one five-year warrant to purchase such number of Shares (as
defined in Section 3) equal to 5.0% of the Shares sold in this Offering at an exercise price of $1.15 (125% of the price per Share),
which warrants shall be exercisable at any time, during the period commencing six months from the date of the Offering (the “Placement
Agent Warrant” and together with the shares of Common Stock underlying the Placement Agent Warrant, the “Placement
Agent Securities”).


 


B.           Offering
Expenses. The Company will be responsible for and will pay all expenses relating to the Offering, including, without limitation,
(a) all filing fees and expenses relating to the registration of the Securities with the Commission; (b) all FINRA Public Offering
filing fees; (c) all fees and expenses relating to the listing of the Company’s common stock on the Exchange; (d) all fees,
expenses and disbursements relating to the registration, qualification or exemption of the Securities under the securities laws
of such foreign jurisdictions as Dawson may reasonably designate; (e) the costs of all mailing and printing of the Offering documents;
(f) transfer and/or stamp taxes, if any, payable upon the transfer of Securities from the Company to Investors; (g) the fees and
expenses of the Company’s accountants; and (h) diligence expenses and legal fees of Dawson not to exceed in the aggregate
$100,000. The Placement Agent may deduct from the net proceeds of the Offering payable to the Company on the Closing Date the expenses
set forth herein to be paid by the Company to the Placement Agent, provided, however, that in the event that the Offering is terminated,
the Company agrees to reimburse the Placement Agent to the extent required by Section 5 hereof.


 


C.           Tail
Financing; ROFR. The Placement Agent shall be entitled to fees per Section 2.A. of this Agreement with respect to any public
or private offering or other financing or capital-raising transaction of any kind (“Tail Financing”) to the
extent that such Tail Financing is provided to the Company by any investors that participate in the Offering or that the Placement
Agent has introduced to the Company during the term of the Placement Agent’s engagement for this Offering, if such Tail Financing
is consummated at any time within the 6-month period following the Closing Date. If the Offering is completed for an amount of
at least $6,000,000, then for a period of 6 months from the date of such Offering, the Company grants Dawson the right of first
refusal to act as lead managing underwriter or book runner, or as lead placement agent, for any and all future equity, equity-linked
or debt (excluding commercial bank debt) offerings during such period, of the Company, or any successor to or any subsidiary of
the Company. Notwithstanding the foregoing, in the event of a public or private sale of securities during the foregoing 6-month
period, Dawson shall be entitled to receive as its compensation at least 50% of the compensation payable to the underwriters or
placement agents. During the 6-month period described above, if the Company makes any equity, equity-linked or debt (excluding
commercial bank debt) offerings, Dawson shall be permitted to participate at a 50% level as a placement agent or underwriter for
such offering.


 


3.            Description
of the Offering. 


 


The Securities to be
offered directly to various investors (each, an “Investor” or “Purchaser” and, collectively,
the “Investors” or the “Purchasers”) in the Offering shall consist of shares (the “Shares”
or “Securities”) of the Company’s common stock (“Common Stock”). The purchase price
for one Share shall be $0.92 per Share (the “Purchase Price”). If the Company shall default in its obligations
to deliver Securities to a Purchaser whose offer it has accepted and who has tendered payment, the Company shall indemnify and
hold the Placement Agent harmless against any loss, claim, damage or expense arising from or as a result of such default by the
Company under this Agreement.


 


4.            Delivery
and Payment; Closing.


 


Settlement of the Securities
purchased by an Investor shall be made as set forth in the Securities Purchase Agreement dated December 1, 2017 between the Company
and the Investors (the “Securities Purchase Agreement”). On the Closing Date, the Shares to which the Closing
relates shall be delivered through such means as the parties may hereafter agree. The Securities shall be registered in such name
or names and in such authorized denominations as set forth in the Securities Purchase Agreement. The term “Business Day”
means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions are authorized or obligated
by law to close in New York, New York.


 




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The Closing shall occur
at such place as shall be agreed upon by the Placement Agent and the Company. In the absence of an agreement to the contrary, each
Closing shall take place at the offices of Schiff Hardin LLP, 901 K Street, NW, Suite 700, Washington, DC 20001. Deliveries of
the documents with respect to the purchase of the Securities, if any, shall be made at the offices of Schiff Hardin, LLP, 901 K
Street, NW, Suite 700, Washington, DC 20001 on the Closing Date. All actions taken at a Closing shall be deemed to have occurred
simultaneously.


 


5.            Term
and Termination of Agreement. 


 


The term of this Agreement
will commence upon the execution of this Agreement and will terminate at the earlier of the Closing of the Offering or 11:59 p.m.
(New York Time) on the fifth Business Day after the date hereof. Notwithstanding anything to the contrary contained herein, any
provision in this Agreement concerning or relating to confidentiality, indemnification, contribution, advancement, the Company’s
representations and warranties and the Company’s obligations to pay fees and reimburse expenses will survive any expiration
or termination of this Agreement. If any condition specified in Section 8 is not satisfied when and as required to be satisfied,
this Agreement may be terminated by the Placement Agent by notice to the Company at any time on or prior to a Closing Date, which
termination shall be without liability on the part of any party to any other party, except that those portions of this Agreement
specified in Section 19 shall at all times be effective and shall survive such termination. Notwithstanding anything to the
contrary in this Agreement, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time
specified herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement
Agent the expenses provided for in Section 2.B. above and upon demand the Company shall pay the full amount thereof to the Placement
Agent.


 


6.            Permitted
Acts. 


 


Nothing in this Agreement
shall be construed to limit the ability of the Placement Agent, its officers, directors, employees, agents, associated persons
and any individual or entity “controlling,” controlled by,” or “under common control” with the Placement
Agent (as those terms are defined in Rule 405 under the Securities Act) to conduct its business including without limitation the
ability to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship
with any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


7.            Representations,
Warranties and Covenants of the Company.


 


As of the date and
time of the execution of this Agreement, the Closing Date and the Initial Sale Time (as defined herein), the Company (i) makes
such representations and warranties to the Placement Agent as the Company makes to the Investors pursuant to the Securities Purchase
Agreement, and (ii) further represents, warrants and covenants to the Placement Agent, other than as disclosed in any of its filings
with the Securities and Exchange Commission (the “Commission”), that:


 




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		A.	Registration Matters.



 


		i.	The Company has filed with the Commission a registration
statement on Form S-3 (File No. 333-213575) including a related prospectus, for the registration of certain securities (the “Shelf
Securities”), including the Shares under the Securities Act, and the rules and regulations thereunder (the “Securities
Act Regulations”). The registration statement has been declared effective under the Securities Act by the Commission.
The “Registration Statement,” as of any time, means such registration statement as amended by any post-effective
amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or
deemed to be incorporated by reference therein at such time pursuant to Form S-3 under the Securities Act and the documents otherwise
deemed to be a part thereof as of such time pursuant to Rule 430A (“Rule 430A”) or Rule 430B under the Securities
Act Regulations (“Rule 430B”); provided, however, that the “Registration Statement” without reference
to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract
of sale for the Securities, which time shall be considered the “new effective date” of such registration statement
with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto
as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Form S-3 under
the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430A or Rule 430B.
Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “Rule
462(b) Registration Statement,” and after such filing the term “Registration Statement” shall include the
Rule 462(b) Registration Statement. The prospectus covering the Shelf Securities in the form first used to confirm sales of the
Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant
to Rule 173 under the Securities Act) is hereinafter referred to as the “Base Prospectus.” The Base Prospectus,
as supplemented by the prospectus supplement specifically related to the Securities in the form first used to confirm sales of
the Securities (or in the form first made available to the Placement Agent by the Company to meet requests of purchasers pursuant
to Rule 173 under the Securities Act), is hereinafter referred to, collectively, as the “Prospectus,” and the
term “Preliminary Prospectus” means any preliminary form of the Prospectus, including any preliminary prospectus
supplement specifically related to the Securities filed with the Commission by the Company with the consent of the Placement Agent.



 


		ii.	All references in this Agreement to financial statements
and schedules and other information which is “contained,” “included” or “stated” (or other
references of like import) in the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include
all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration
Statement, such Preliminary Prospectus or the Prospectus, as the case may be, prior to the execution and delivery of this Agreement;
and all references in this Agreement to amendments or supplements to the Registration Statement, any Preliminary Prospectus or
the Prospectus shall be deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations thereunder (the “Exchange Act Regulations”),
incorporated or deemed to be incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus,
as the case may be, at or after the execution and delivery of this Agreement.



 


		iii.	The term “Disclosure Package” means
(i) the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined
herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule I hereto, and (iii) any
other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly agree to treat as part of the
Disclosure Package.



 


		iv.	The term “Issuer Free Writing Prospectus”
means any issuer free writing prospectus, as defined in Rule 433 of the Securities Act Regulations. The term “Free Writing
Prospectus” means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.



 


		v.	Neither the Company nor any of the Subsidiaries (as defined
herein), nor any of their respective affiliates, officers, directors or, to the Company’s knowledge, any beneficial owner
of 5% or more of the Company's equity securities, (i) is required to register as a “broker” or “dealer”
in accordance with the provisions of the Exchange Act or the Exchange Act Regulations, or (ii) has any direct or indirect affiliation
or association with any member firm of Financial Industry Regulatory Authority, Inc. (“FINRA”) (as determined
in accordance with the rules and regulations of FINRA).



 


		vi.	Any Preliminary Prospectus when filed with the Commission,
and the Registration Statement as of each effective date and as of the date hereof, complied or will comply, and the Prospectus
and any further amendments or supplements to the Registration Statement, any Preliminary Prospectus or the Prospectus will, when
they become effective or are filed with the Commission, as the case may be, comply, in all material respects, with the requirements
of the Securities Act and the Securities Act Regulations; and the documents incorporated by reference in the Registration Statement,
any Preliminary Prospectus or the Prospectus complied, and any further documents so incorporated will comply, when filed with
the Commission, in all material respects to the requirements of the Exchange Act and Exchange Act Regulations.



 




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		vii.	The issuance by the Company of the Securities has been
registered under the Securities Act. The Securities will be issued pursuant to the Registration Statement and the Securities will
be freely transferable and freely tradable by each of the Investors without restriction, unless otherwise restricted by applicable
law or regulation.



 


B.           Stock
Exchange Listing. The Shares (and the Common Stock underlying the Placement Agent Securities) are approved for listing on the
NYSE American (the “Exchange”) and the Company has taken no action designed to, or likely to have the effect
of, delisting the shares of Common Stock from the Exchange, nor has the Company received any notification that the Exchange is
contemplating terminating such listing, except as disclosed in the SEC Reports. For purposes hereof, “SEC Reports”
shall refer to all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities
Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof (the foregoing materials, including the exhibits
thereto and documents incorporated by reference therein.


 


C.           No
Stop Orders, etc. To the Company's knowledge, neither the Commission nor any state regulatory authority has issued any order
preventing or suspending the use of the Registration Statement, any Preliminary Prospectus or the Prospectus or has instituted
or, to the Company's knowledge, threatened to institute, any proceedings with respect to such an order. The Company has complied
with each request (if any) from the Commission for additional information.


 


D.           Disclosures
in Registration Statement.


 


		i.	Compliance with Securities Act and 10b-5 Representation.



 


(a)          Each
of the Registration Statement and any post-effective amendment thereto, at the time it became effective, complied in all material
respects with the requirements of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus and the Prospectus,
at the time each was or will be filed with the Commission, complied or will comply in all material respects with the requirements
of the Securities Act and the Securities Act Regulations. The Preliminary Prospectus delivered to the Placement Agent for use in
connection with this Offering and the Prospectus was or will be identical to the electronically transmitted copies thereof filed
with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.


 


(b)          Neither
the Registration Statement nor any amendment thereto, at its effective time, as of 8:30 p.m. (Eastern time) on the date of this
Agreement (the “Initial Sale Time”), at the Closing Date, contained, contains or will contain an untrue statement
of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that this representation and warranty shall not apply to statements made
or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the
Placement Agent by the Placement Agent expressly for use in the Registration Statement or any amendment thereof or supplement thereto.
The parties acknowledge and agree that such information provided by or on behalf of any Placement Agent consists solely of the
following disclosure contained in the following paragraphs in the “Plan of Distribution” section of the Prospectus:
(i) the name of the Placement Agent, and (ii) the information under the subsection “Fees and Expenses” (the “Placement
Agent’s Information”).


 


(c)          The
Disclosure Package, as of the Initial Sale Time and at the Closing Date, did not, does not and will not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and each Issuer Free Writing Prospectus does not conflict with the information contained
in the Registration Statement, any Preliminary Prospectus, or the Prospectus, and each such Issuer Free Writing Prospectus, as
supplemented by and taken together with the Preliminary Prospectus as of the Initial Sale Time, did not include an untrue statement
of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements
made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to
the Placement Agent by the Placement Agent expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus
or any amendment thereof or supplement thereto. The parties acknowledge and agree that such information provided by or on behalf
of any Placement Agent consists solely of the Placement Agent’s Information; and


 




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(d)          
Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission
pursuant to Rule 424(b), at the Closing Date, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to the Placement
Agent's Information.


 


		ii.	Disclosure of Agreements. The agreements and documents
described in the Registration Statement, the Disclosure Package and the Prospectus conform in all material respects to the descriptions
thereof contained therein and there are no agreements or other documents required by the Securities Act and the Securities Act
Regulations to be described in the Registration Statement, the Disclosure Package and the Prospectus or to be filed with the Commission
as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however
characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred
to in the Registration Statement, the Disclosure Package and the Prospectus, and (ii) is material to the Company's business, has
been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable
against the Company and, to the Company's knowledge, the other parties thereto, in accordance with its terms, except (x) as such
enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally,
(y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws,
and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments
has been assigned by the Company, and neither the Company nor, to the Company's knowledge, any other party is in default thereunder
and, to the Company's knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute
a default thereunder, except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus. To the Company's
knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation
of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign,
having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including,
without limitation, those relating to environmental laws and regulations.



 


		iii.	Regulations. The disclosures in the Registration
Statement, the Disclosure Package and the Prospectus concerning the effects of federal, state, local and all foreign regulation
on the Offering and the Company's business as currently contemplated are correct in all material respects and no other such regulations
are required to be disclosed in the Registration Statement, the Disclosure Package and the Prospectus which are not so disclosed.



 




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		iv.	Changes After Dates in Registration Statement.



 


(a)          No
Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, the Disclosure
Package and the Prospectus, except as otherwise specifically stated therein and except as stated in the SEC Reports: (i) there
has been no material adverse change in the financial position or results of operations of the Company, nor any change or development
that, singularly or in the aggregate, would involve a material adverse change, in or affecting the condition (financial or otherwise),
results of operations, business, assets or prospects of the Company (a “Material Adverse Change”); (ii) there
have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; and (iii)
no officer or director of the Company has resigned from any position with the Company.


 


(b)          Recent
Securities Transactions, etc. Subsequent to the respective dates as of which information is given in the Registration Statement,
the Disclosure Package and the Prospectus, and except as may otherwise be indicated or contemplated herein or disclosed in the
Registration Statement, the Disclosure Package, the Prospectus and the SEC Reports, the Company has not: (i) issued any securities
(other than (i) grants under any stock compensation plan and (ii) shares of common stock issued upon exercise or conversion of
option, warrants or convertible securities described in the Registration Statement, the Disclosure Package and the Prospectus)
or incurred any liability or obligation, direct or contingent, for borrowed money; or (ii) declared or paid any dividend or made
any other distribution on or in respect to its capital stock.


 


E.           Transactions
Affecting Disclosure to FINRA.


 


i.            Finder's
Fees. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, there are no claims, payments,
arrangements, agreements or understandings relating to the payment of a finder's, consulting or origination fee by the Company
or any executive officer or director of the Company (each an, “Insider”) with respect to the sale of the Securities
hereunder or any other arrangements, agreements or understandings of the Company or, to the Company's knowledge, any of its stockholders
that may affect the Placement Agent’s compensation, as determined by FINRA.


 


ii.         Payments
Within Twelve (12) Months. Except as described in the Registration Statement, the Disclosure Package and the Prospectus, the
Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder's fee,
consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons
who raised or provided capital to the Company; (ii) any FINRA member; or (iii) any person or entity that has any direct or indirect
affiliation or association with any FINRA member, within the twelve (12) months prior to the date hereof, other than (A) the payment
to the Placement Agent as provided hereunder in connection with the Offering, (B) other payments to Dawson under other engagement
letters, and (C) payments to agents in connection with certain registered exchange offers of securities.


 


iii.         Use
of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its
affiliates, except as specifically authorized herein.


 


iv.         FINRA
Affiliation. There is no (i) officer or director of the Company, (ii) to the Company’s knowledge, beneficial owner of
5% or more of any class of the Company's securities or (iii) to the Company’s knowledge, beneficial owner of the Company's
unregistered equity securities which were acquired during the 180-day period immediately preceding the filing of the Registration
Statement that is an affiliate or associated person of a FINRA member participating in the Offering (as determined in accordance
with the rules and regulations of FINRA).


 


v.           Information.
To the Company's knowledge, all information provided by the Company's officers and directors in their FINRA Questionnaires to counsel
to the Placement Agent specifically for use by counsel to the Placement Agent in connection with its Public Offering System filings
(and related disclosure) with FINRA is true, correct and complete in all material respects.


 




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F.            Officers'
Certificate. Any certificate signed by any duly authorized officer of the Company and delivered to you or to Placement Agent
Counsel shall be deemed a representation and warranty by the Company to the Placement Agent as to the matters covered thereby.


 


G.            Ineligible
Issuer. At the time of filing the Registration Statement and any post-effective amendment thereto, at the time of effectiveness
of the Registration Statement and any amendment thereto, at the earliest time thereafter that the Company or another offering participant
made a bona fide offer (within the meaning of Rule 164(h)(2) of the Securities Act Regulations) of the Securities and at the date
hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 of the Securities Act Rules,
without taking account of any determination by the Commission pursuant to Rule 405 of the Securities Act Rules that it is not necessary
that the Company be considered an ineligible issuer.


 


H.            Industry
Data. The statistical and market-related data included in each of the Registration Statement, the Disclosure Package and the
Prospectus are based on or derived from sources that the Company reasonably and in good faith believes are reliable and accurate
or represent the Company's good faith estimates that are made on the basis of data derived from such sources.


 


I.             Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act) contained in the Registration Statement, the Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith.


 


J.             Integration.
Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf has, directly or indirectly, made
any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause the Offering
to be integrated with prior offerings by the Company for purposes of the Securities Act that would require the registration of
any such securities under the Securities Act.


 


K.            Restriction
on Sales of Capital Stock. The Company, on behalf of itself and any successor entity, agrees that it will not, for a period
of 90 days after the date of this Agreement (the “Lock-Up Period”), without the prior written consent of the
Placement Agent (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any
shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company; or (ii) file or cause to be filed any registration statement with the Commission relating to the offering
of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital
stock of the Company other than the filing of a Registration Statement on Form S-8. The restrictions contained in this Section
7.K shall not apply to issuances under the Company’s 2017 Long Term Incentive Compensation Plan and the following transactions:
(i) any capital raising efforts related to the restructuring of senior secured debt or conversion of existing debt, (ii) the issuance
of shares to vendors at a price not below the then current market price for the Company’s common stock, (iii) investments
in the Company by certain European investors affiliated with the Company and/or its directors, and (iv) a capital infusion by a
strategic investor.


 


8.             Conditions
of the Obligations of the Placement Agent. 


 


The obligations of
the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company
set forth in Section 7 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely
performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the
following additional conditions: 


 


A.           Regulatory
Matters.


 


i.            Effectiveness
of Registration Statement; Rule 424 Information. The Registration Statement is effective on the date of this Agreement, and,
on the Closing Date no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto
has been issued under the Securities Act, no order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge,
contemplated by the Commission. The Company has complied with each request (if any) from the Commission for additional information.
All filings with the Commission required by Rule 424 under the Securities Act to have been filed by the Closing Date, shall have
been made within the applicable time period prescribed for such filing by Rule 424.


 




    	 	8	 



     


    

 


ii.         FINRA
Clearance. On or before the Closing Date of this Agreement, the Placement Agent shall have received clearance from FINRA as
to the amount of compensation allowable or payable to the Placement Agent as described in the Registration Statement.


 


B.           Company
Counsel Matters.


 


		i.	On the Closing Date, the Placement Agent shall have received
the favorable opinion of Sichenzia Ross Ference Kesner LLP, outside counsel for the Company counsel to the Company, dated the
Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement
Agent.



 


C.           Officers’
Certificates.


 


i.            Officers’
Certificate. The Company shall have furnished to the Placement Agent a certificate, dated the Closing Date, of its Chief Executive
Officer and its Chief Financial Officer stating that (i) such officers have carefully examined the Registration Statement, the
Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus and, in their opinion, the Registration Statement and
each amendment thereto, as of the Initial Sale Time and through the Closing Date did not include any untrue statement of a material
fact and did not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,
and the Disclosure Package, as of the Initial Sale Time through the Closing Date, any Issuer Free Writing Prospectus as of its
date and as of the Closing Date, the Prospectus and each amendment or supplement thereto, as of the respective date thereof and
as of the Closing Date, did not include any untrue statement of a material fact and did not omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances in which they were made, not misleading, (ii) since
the filing of the most recent Form 10-Q, no event has occurred which should have been set forth in a supplement or amendment to
the Registration Statement, the Disclosure Package or the Prospectus, (iii) to their knowledge after reasonable investigation,
as of the Closing Date, the representations and warranties of the Company in this Agreement are true and correct, and the Company
has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included
in the Disclosure Package, any Material Adverse Change in the financial position or results of operations of the Company, or any
change or development that, singularly or in the aggregate, would involve a Material Adverse Change or a prospective Material Adverse
Change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company,
except as set forth in the Prospectus.


 


ii.         Secretary’s
Certificate. As of the Closing Date the Placement Agent shall have received a certificate of the Company signed by the Secretary
of the Company, dated the Closing Date, certifying: (i) that each of the Company’s Charter and Bylaws is true and complete,
has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors relating
to the Offering are in full force and effect and have not been modified; and (iii) the good standing of the Company and its subsidiaries.
The documents referred to in such certificate shall be attached to such certificate.


 




    	 	9	 



     


    

 


D.           No
Material Changes. Prior to and on the Closing Date: (i) there shall have been no Material Adverse Change or development involving
a prospective Material Adverse Change in the condition or prospects or the business activities, financial or otherwise, of the
Company from the latest dates as of which such condition is set forth in the Registration Statement, the Disclosure Package and
the Prospectus; (ii) no action, suit or proceeding, at law or in equity, shall have been pending or threatened against the Company
or any affiliates of the Company before or by any court or federal or state commission, board or other administrative agency wherein
an unfavorable decision, ruling or finding may materially adversely affect the business, operations, prospects or financial condition
or income of the Company, except as set forth in the Registration Statement, the Disclosure Package and the Prospectus; (iii) no
stop order shall have been issued under the Securities Act and no proceedings therefor shall have been initiated or threatened
by the Commission; and (iv) the Registration Statement, the Disclosure Package and the Prospectus and any amendments or supplements
thereto shall contain all material statements which are required to be stated therein in accordance with the Securities Act and
the Securities Act Regulations and shall conform in all material respects to the requirements of the Securities Act and the Securities
Act Regulations, and neither the Registration Statement, the Disclosure Package nor the Prospectus nor any amendment or supplement
thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.


 


E.           Reservation
of Common Stock. So long as the Placement Agent Warrant remains outstanding, the Company shall take all action necessary to
at all times have authorized, and reserved for the purpose of issuance, no less than 100% of the maximum number of shares of Common
Stock issuable upon exercise of the Placement Agent Warrant.


 


F.           Lock-Up
Agreements. At the Closing Date, the Company's directors and executive officers will enter into customary “lock-up”
agreements in favor of the Placement Agent for a period of 90 days from the date of the Offering, provided that the period shall
be 120 days from the date of the Offering with respect to the Company’s Executive Chairman.


 


G.           Additional
Documents. At the Closing Date, Placement Agent Counsel shall have been furnished with such documents and opinions as they
may require in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Securities as herein
contemplated shall be satisfactory in form and substance to the Placement Agent and Placement Agent Counsel.


 


9.            Indemnification
and Contribution; Procedures.


 


A.           Indemnification
of the Placement Agent. The Company agrees to indemnify and hold harmless the Placement Agent, its affiliates and each person
controlling such Placement Agent (within the meaning of Section 15 of the Securities Act), and the directors, officers, agents
and employees of the Placement Agent, its affiliates and each such controlling person (the Placement Agent, and each such entity
or person hereafter is referred to as an “Indemnified Person”) from and against any losses, claims, damages,
judgments, assessments, costs and other liabilities (collectively, the “Liabilities”), and shall reimburse each
Indemnified Person for all fees and expenses (including the reasonable fees and expenses of counsel for the Indemnified Persons,
except as otherwise expressly provided in this Agreement) (collectively, the “Expenses”) and agrees to advance
payment of such Expenses as they are incurred by an Indemnified Person in investigating, preparing, pursuing or defending any actions,
whether or not any Indemnified Person is a party thereto, arising out of or based upon any untrue statement or alleged untrue statement
of a material fact contained in (i) the Registration Statement, the Disclosure Package, the Preliminary Prospectus, the Prospectus
or in any Issuer Free Writing Prospectus (as from time to time each may be amended and supplemented); (ii) any materials or information
provided to investors by, or with the approval of, the Company in connection with the marketing of the Offering, including any
“road show” or investor presentations made to investors by the Company (whether in person or electronically); or (iii)
any application or other document or written communication (in this Section 9, collectively called “application”) executed
by the Company or based upon written information furnished by the Company in any jurisdiction in order to qualify the Securities
under the securities laws thereof or filed with the Commission, any state securities commission or agency, any national securities
exchange; or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, unless such statement or omission
was made in reliance upon, and in conformity with, the Placement Agent’s information. The Company also agrees to reimburse
each Indemnified Person for all Expenses as they are incurred in connection with such Indemnified Person’s enforcement of
his or its rights under this Agreement.


 




    	 	10	 



     


    

 


B.           Procedure.
Upon receipt by an Indemnified Person of actual notice of an action against such Indemnified Person with respect to which indemnity
may reasonably be expected to be sought under this Agreement, such Indemnified Person shall promptly notify the Company in writing;
provided that failure by any Indemnified Person so to notify the Company shall not relieve the Company from any obligation or liability
which the Company may have on account of this Section 9 or otherwise to such Indemnified Person,
except to the extent (and only to the extent) that its ability to assume the defense is actually impaired by such failure or delay.
The Company shall, if requested by the Placement Agent, assume the defense of any such action (including the employment of counsel
and reasonably satisfactory to the Placement Agent). Any Indemnified Person shall have the right to employ separate counsel in
any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person unless: (i) the Company has failed promptly to assume the defense and employ counsel for the benefit of the
Placement Agent and the other Indemnified Persons or (ii) such Indemnified Person shall have been advised that in the opinion of
counsel that there is an actual or potential conflict of interest that prevents (or makes it imprudent for) the counsel engaged
by the Company for the purpose of representing the Indemnified Person, to represent both such Indemnified Person and any other
person represented or proposed to be represented by such counsel, it being understood, however, that
the Company shall not be liable for the expenses of more than one separate counsel
(together with local counsel), representing the Placement Agent and all Indemnified persons
who are parties to such action. The Company shall not be liable for any settlement of any action effected without its written
consent (which shall not be unreasonably withheld). In addition, the Company shall not, without the prior written consent of the
Placement Agent, settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened
action in respect of which advancement, reimbursement, indemnification or contribution may be sought hereunder (whether or not
such Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination (i) includes an unconditional
release of each Indemnified Person, acceptable to such Indemnified Party, from all Liabilities arising out of such action for which
indemnification or contribution may be sought hereunder and (ii) does not include a statement as to or an admission of fault, culpability
or a failure to act, by or on behalf of any Indemnified Person. The advancement, reimbursement, indemnification and contribution
obligations of the Company required hereby shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as every Liability and Expense is incurred and is due and payable, and in such amounts as fully satisfy each and every
Liability and Expense as it is incurred (and in no event later than 30 days following the date of any invoice therefor).


 


C.           Indemnification
of the Company. The Placement Agent agrees to indemnify and hold harmless the Company, its directors, its officers who signed
the Registration Statement and persons who control the Company within the meaning of Section 15 of the Securities Act or Section
20 of the Exchange Act against any and all Liabilities, but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or Prospectus or
any amendment or supplement thereto, in reliance upon, and in strict conformity with, the Placement Agent’s Information.
In case any action shall be brought against the Company or any other person so indemnified based on any Preliminary Prospectus,
the Registration Statement, the Disclosure Package or Prospectus or any amendment or supplement thereto, and in respect of which
indemnity may be sought against the Placement Agent, the Placement Agent shall have the rights and duties given to the Company,
and the Company and each other person so indemnified shall have the rights and duties given to the Placement Agent by the provisions
of Section 9.B. The Company agrees promptly to notify the Placement Agent of the commencement of any litigation or proceedings
against the Company or any of its officers, directors or any person, if any, who controls the Company within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act, in connection with the issuance and sale of the Securities or in connection
with the Registration Statement, the Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus, provided, that failure
by the Company so to notify the Placement Agent shall not relieve the Placement Agent from any obligation or liability which the
Placement Agent may have on account of this Section 9.C. or otherwise to the Company, except to the extent the Placement Agent
is materially prejudiced as a proximate result of such failure..


 




    	 	11	 



     


    

 


D.           Contribution.
In the event that a court of competent jurisdiction makes a finding that indemnity is unavailable to any indemnified person, then
each indemnifying party shall contribute to the Liabilities and Expenses paid or payable by such indemnified person in such proportion
as is appropriate to reflect (i) the relative benefits to the Company, on the one hand, and to the Placement Agent and any other
Indemnified Person, on the other hand, of the matters contemplated by this Agreement or (ii) if the allocation provided by the
immediately preceding clause is not permitted by applicable law, not only such relative benefits but also the relative fault of
the Company, on the one hand, and the Placement Agent and any other Indemnified Person, on the other hand, in connection with the
matters as to which such Liabilities or Expenses relate, as well as any other relevant equitable considerations; provided that
in no event shall the Company contribute less than the amount necessary to ensure that all Indemnified Persons, in the aggregate,
are not liable for any Liabilities and Expenses in excess of the amount of commissions actually received by the Placement Agent
pursuant to this Agreement. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the Company on the one hand or the Placement Agent on the other and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission. The Company and the Placement Agent agree that it
would not be just and equitable if contributions pursuant to this subsection (D) were determined by pro rata allocation or by any
other method of allocation which does not take account of the equitable considerations referred to above in this subsection (D).
For purposes of this paragraph, the relative benefits to the Company, on the one hand, and to the Placement Agent on the other
hand, of the matters contemplated by this Agreement shall be deemed to be in the same proportion as: (a) the total value received
by the Company in the Offering, whether or not such Offering is consummated, bears to (b) the commissions paid to the Placement
Agent under this Agreement. Notwithstanding the above, no person guilty of fraudulent misrepresentation within the meaning of Section
11(f) of the Securities Act shall be entitled to contribution from a party who was not guilty of fraudulent misrepresentation.


 


E.           Limitation.
The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Company for or in connection with advice or services rendered or to be rendered by any Indemnified Person pursuant
to this Agreement, the transactions contemplated thereby or any Indemnified Person’s actions or inactions in connection with
any such advice, services or transactions, except to the extent that a court of competent jurisdiction has made a finding that
Liabilities (and related Expenses) of the Company have resulted primarily from such Indemnified Person’s gross negligence
or willful misconduct in connection with any such advice, actions, inactions or services.


 


F.           Survival.
The advancement, reimbursement, indemnity and contribution obligations set forth in this Section 9 shall remain in full force and
effect regardless of any termination of, or the completion of any Indemnified Person’s services under or in connection with,
this Agreement.


 


10.          Limitation
of Dawson’s Liability to the Company. 


 


Dawson and the Company
further agree that neither Dawson nor any of its affiliates or any of their respective officers, directors, controlling persons
(within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), employees or agents shall have any
liability to the Company, its security holders or creditors, or any person asserting claims on behalf of or in the right of the
Company (whether direct or indirect, in contract or tort, for an act of negligence or otherwise) for any losses, fees, damages,
liabilities, costs, expenses or equitable relief arising out of or relating to this Agreement or the Services rendered hereunder,
except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based on any action of or failure to
act by Dawson and that are finally judicially determined to have resulted solely from the gross negligence or willful misconduct
of Dawson.


 


11.          Reserved.



 


12.          Amendments
and Waivers.


 


No supplement, modification
or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby. The failure of a party
to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless
of whether similar), nor shall any such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.


 




    	 	12	 



     


    

 


13.          Confidentiality.


 


In the event of the
consummation or public announcement of any Offering, Dawson shall have the right to disclose its participation in such Offering,
including, without limitation, the placement at its cost of “tombstone” advertisements in financial and other newspapers
and journals. Dawson agrees not to use any confidential information concerning the Company provided to Dawson by the Company for
any purposes other than those contemplated under this Agreement.


 


14.          Headings.


 


The headings of the
various sections of this Agreement have been inserted for convenience of reference only and will not be deemed to be part of this
Agreement.


 


15.          Counterparts.


 


This Agreement may
be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts shall each be
deemed to be an original and all such counterparts shall together constitute one and the same instrument.


 


16.          Severability.


 


In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability
of the remaining provisions contained herein will not in any way be affected or impaired thereby.


 


17.          Use
of Information.


 


The Company will furnish
Dawson such written information as Dawson reasonably requests in connection with the performance of its services hereunder. The
Company understands, acknowledges and agrees that, in performing its services hereunder, Dawson will use and rely entirely upon
such information as well as publicly available information regarding the Company and other potential parties to an Offering and
that Dawson does not assume responsibility for independent verification of the accuracy or completeness of any information, whether
publicly available or otherwise furnished to it, concerning the Company or otherwise relevant to an Offering, including, without
limitation, any financial information, forecasts or projections considered by Dawson in connection with the provision of its services.


 


18.          Absence
of Fiduciary Relationship.


 


The Company acknowledges
and agrees that: (a) the Placement Agent has been retained solely to act as Placement Agent in connection with the sale of the
Securities and that no fiduciary, advisory or agency relationship between the Company and the Placement Agent has been created
in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Placement Agent has advised or
is advising the Company on other matters; (b) the Purchase Price and other terms of the Securities set forth in this Agreement
were established by the Company following discussions and arms-length negotiations with the Placement Agent and the Company is
capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated
by this Agreement; (c) it has been advised that the Placement Agent and its affiliates are engaged in a broad range of transactions
that may involve interests that differ from those of the Company and that the Placement Agent has no obligation to disclose such
interest and transactions to the Company by virtue of any fiduciary, advisory or agency relationship; and (d) it has been advised
that the Placement Agent is acting, in respect of the transactions contemplated by this Agreement, solely for the benefit of the
Placement Agent, and not on behalf of the Company and that the Placement Agents may have interests that differ from those of the
Company. The Company waives to the full extent permitted by applicable law any claims it may have against the Placement Agent arising
from an alleged breach of fiduciary duty in connection with the Offering.


 




    	 	13	 



     


    

 


19.          Survival
Of Indemnities, Representations, Warranties, Etc.


 


The respective indemnities,
covenants, agreements, representations, warranties and other statements of the Company and Placement Agent, as set forth in this
Agreement or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation
made by or on behalf of the Placement Agent, the Company, the Purchasers or any person controlling any of them and shall survive
delivery of and payment for the Securities. Notwithstanding any termination of this Agreement, including without limitation any
termination pursuant to Section 5, the payment, reimbursement, indemnity, contribution and advancement agreements contained in
Sections 2, 9, 10, and 11, respectively, and the Company’s covenants, representations, and warranties set forth in this Agreement
shall not terminate and shall remain in full force and effect at all times. The indemnity and contribution provisions contained
in Section 9 and the covenants, warranties and representations of the Company contained in this Agreement shall remain operative
and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of
any Placement Agent, any person who controls any Placement Agent within the meaning of either Section 15 of the Securities Act
or Section 20 of the Exchange Act or any affiliate of any Placement Agent, or by or on behalf of the Company, its directors or
officers or any person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, and (iii) the issuance and delivery of the Securities.


 


20.          Governing
Law.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully
performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only
in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree to submit
themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expressly
waive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New
York.


 


21.          Notices.


 


All communications
hereunder shall be in writing and shall be mailed or hand delivered and confirmed to the parties hereto as follows: 


 


If to the Company:


 


Pareteum Corp.


Mr. Hal Turner


Principal Executive
Officer


1185 Avenue of the
Americas


New York, New York
10036


 


If to the Placement
Agent:


 


Dawson James Securities,
Inc.


1 North Federal Highway
– 5th Floor


Boca Raton, FL 33432


Attention: Chief Executive
Officer


 


Any party hereto may
change the address for receipt of communications by giving written notice to the others. 


 


22.          Miscellaneous.


 


This Agreement shall
not be modified or amended except in writing signed by Dawson and the Company. This Agreement constitutes the entire agreement
of Dawson and the Company, and supersedes any prior agreements, with respect to the subject matter hereof. If any provision of
this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in
any other respect, and the remainder of this Agreement shall remain in full force and effect. This Agreement may be executed in
counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.


 




    	 	14	 



     


    

 


23.          Successors.



 


This Agreement will
inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and
controlling persons referred to in Section 9 hereof, and to their respective successors, and personal representative, and, except
as set forth in Section 9 of this Agreement, no other person will have any right or obligation hereunder. 


 


24.          Partial
Unenforceability.


 


The invalidity or unenforceability
of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section,
paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid
or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it
valid and enforceable.


 


[SIGNATURE PAGE TO FOLLOW]


 




    	 	15	 



     


    

 


In acknowledgment that
the foregoing correctly sets forth the understanding reached by Dawson and the Company, and intending to be legally bound, please
sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed.


 


	 	Very truly yours,	 
	 	 	 
	 	PARETEUM CORP.	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	Name:	 
	 	 	Title:	 


 


Agreed and accepted
as of the date first above written.


 


	 	DAWSON JAMES SECURITIES, INC.	 
	 	 	 	 
	 	By:	 	 
	 	 	 	 
	 	 	Name: Robert D. Keyser, Jr.	 
	 	 	Title:  Chief Executive Officer	 


 




    	 	16	 



     


    

 


SCHEDULE I


 


Issuer General Use
Free Writing Prospectuses


 


None.


 




    	 	17