Exhibit
10.38


 





[***]
= Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.







 


Execution Version


 





 



 


CREDIT AGREEMENT


 


by and among


 


PARETEUM CORPORATION,


as the Borrower,


 


the Subsidiaries of the Borrower


from time to time party hereto as Guarantors,


 


the Lenders


from time to time party hereto


 


and


 


POST ROAD ADMINISTRATIVE LLC,


as Administrative Agent and Collateral Agent


 


Dated as of February 26, 2019


 





 



 



     


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


TABLE OF CONTENTS




 


	 	 	 	Page
	 	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 	 
	SECTION 1.01	 	Defined Terms	1
	 	 	 	 
	SECTION 1.02	 	Other Interpretive Provisions	38
	 	 	 	 
	SECTION 1.03	 	Accounting Terms and Principles	39
	 	 	 	 
	SECTION 1.04	 	Rounding	39
	 	 	 	 
	SECTION 1.05	 	References to Agreements, Laws, etc	40
	 	 	 	 
	SECTION 1.06	 	Times of Day	40
	 	 	 	 
	SECTION 1.07	 	Timing of Payment of Performance	40
	 	 	 	 
	SECTION 1.08	 	Corporate Terminology	40
	 	 	 	 
	SECTION 1.09	 	Currency Matters	40
	 	 	 	 
	ARTICLE II	AMOUNT AND TERMS OF LOANS	40
	 	 	 	 
	SECTION 2.01	 	Loan	40
	 	 	 	 
	SECTION 2.02	 	Change of Lending Office	41
	 	 	 	 
	SECTION 2.03	 	Lender Branches	41
	 	 	 	 
	SECTION 2.04	 	Reserved	41
	 	 	 	 
	SECTION 2.05	 	Disbursement of Funds	41
	 	 	 	 
	SECTION 2.06	 	Payment of Loans; Evidence of Debt	42
	 	 	 	 
	SECTION 2.07	 	Funding Requests	43
	 	 	 	 
	SECTION 2.08	 	[Reserved]	43
	 	 	 	 
	SECTION 2.09	 	Interest	43
	 	 	 	 
	SECTION 2.10	 	Increased Costs, Illegality, etc	44
	 	 	 	 
	SECTION 2.11	 	Compensation	46
	 	 	 	 
	SECTION 2.12	 	Defaulting Lender	46
	 	 	 	 
	ARTICLE III	FEES AND COMMITMENT TERMINATIONS	48
	 	 	 	 
	SECTION 3.01	 	Fees	48
	 	 	 	 
	SECTION 3.02	 	Mandatory Reduction of Commitments	48
	 	 	 	 
	ARTICLE IV	PAYMENTS	49
	 	 	 	 
	SECTION 4.01	 	Voluntary Prepayments	49
	 	 	 	 
	SECTION 4.02	 	Mandatory Prepayments	49
	 	 	 	 
	SECTION 4.03	 	Payment of Obligations; Method and Place of Payment	51




 






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(continued)


 


		 	 	Page
	 	 	 	 
	SECTION 4.04	 	Taxes	52
	 	 	 	 
	SECTION 4.05	 	Computations of Interest and Fees	57
	 	 	 	 
	ARTICLE V	CONDITIONS PRECEDENT TO LOANS	57
	 	 	 	 
	SECTION 5.01	 	Closing Date Loan	57
	 	 	 	 
	SECTION 5.02	 	Loans Made after Closing Date	63
	 	 	 	 
	ARTICLE VI	GUARANTEE	65
	 	 	 	 
	SECTION 6.01	 	Guarantee	65
	 	 	 	 
	SECTION 6.02	 	Right of Contribution	66
	 	 	 	 
	SECTION 6.03	 	No Subrogation	66
	 	 	 	 
	SECTION 6.04	 	Modification of the Guarantor Obligations	67
	 	 	 	 
	SECTION 6.05	 	Guarantee Absolute and Unconditional	67
	 	 	 	 
	SECTION 6.06	 	Reinstatement	68
	 	 	 	 
	SECTION 6.07	 	Payments	68
	 	 	 	 
	SECTION 6.08	 	Taxes	68
	 	 	 	 
	SECTION 6.09	 	Limitation on Guarantee by German Guarantors	68
	 	 	 	 
	ARTICLE VII	REPRESENTATIONS, WARRANTIES AND AGREEMENTS	74
	 	 	 	 
	SECTION 7.01	 	Status	74
	 	 	 	 
	SECTION 7.02	 	Power and Authority	74
	 	 	 	 
	SECTION 7.03	 	No Violation.	74
	 	 	 	 
	SECTION 7.04	 	Litigation, Labor Controversies, etc	75
	 	 	 	 
	SECTION 7.05	 	Use of Proceeds; Regulations U and X	75
	 	 	 	 
	SECTION 7.06	 	Approvals, Consents, etc	75
	 	 	 	 
	SECTION 7.07	 	Investment Company Act	75
	 	 	 	 
	SECTION 7.08	 	Accuracy of Information	75
	 	 	 	 
	SECTION 7.09	 	Financial Condition; Financial Statements	76
	 	 	 	 
	SECTION 7.10	 	Tax Returns and Payments	76
	 	 	 	 
	SECTION 7.11	 	Compliance with ERISA	77
	 	 	 	 
	SECTION 7.12	 	Subsidiaries	78
	 	 	 	 
	SECTION 7.13	 	Intellectual Property; Licenses, etc	78
	 	 	 	 
	SECTION 7.14	 	Environmental Warranties	79




 






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(continued)


 


		 	 	Page
	 	 	 	 
	SECTION 7.15	 	Ownership of Properties	80
	 	 	 	 
	SECTION 7.16	 	No Default	80
	 	 	 	 
	SECTION 7.17	 	Solvency	80
	 	 	 	 
	SECTION 7.18	 	Locations of Offices, Records and Collateral	80
	 	 	 	 
	SECTION 7.19	 	Compliance with Laws and Permits; Authorizations	81
	 	 	 	 
	SECTION 7.20	 	No Material Adverse Effect	81
	 	 	 	 
	SECTION 7.21	 	Contractual or Other Restrictions	82
	 	 	 	 
	SECTION 7.22	 	Collective Bargaining Agreements	82
	 	 	 	 
	SECTION 7.23	 	Insurance	82
	 	 	 	 
	SECTION 7.24	 	Evidence of Other Indebtedness	82
	 	 	 	 
	SECTION 7.25	 	Deposit Accounts and Securities Accounts	82
	 	 	 	 
	SECTION 7.26	 	Absence of any Undisclosed Liabilities	83
	 	 	 	 
	SECTION 7.27	 	Material Customers	83
	 	 	 	 
	SECTION 7.28	 	Material Contracts	83
	 	 	 	 
	SECTION 7.29	 	Anti-Terrorism Laws	83
	 	 	 	 
	SECTION 7.30	 	Reserved	84
	 	 	 	 
	SECTION 7.31	 	Privacy and Data Security	84
	 	 	 	 
	SECTION 7.32	 	Lender Shares	84
	 	 	 	 
	SECTION 7.33	 	EEA Financial Institutions	84
	 	 	 	 
	SECTION 7.34	 	Dutch Fiscal Unity	84
	 	 	 	 
	ARTICLE VIII	AFFIRMATIVE COVENANTS	85
	 	 	 	 
	SECTION 8.01	 	Financial Information, Reports, Notices and Information	85
	 	 	 	 
	SECTION 8.02	 	Books, Records and Inspections	89
	 	 	 	 
	SECTION 8.03	 	Maintenance of Insurance	89
	 	 	 	 
	SECTION 8.04	 	Payment of Taxes	90
	 	 	 	 
	SECTION 8.05	 	Maintenance of Existence; Compliance with Laws, etc	90
	 	 	 	 
	SECTION 8.06	 	Environmental Compliance	90
	 	 	 	 
	SECTION 8.07	 	ERISA	92
	 	 	 	 
	SECTION 8.08	 	Maintenance of Properties	93
	 	 	 	 
	SECTION 8.09	 	End of Fiscal Years; Fiscal Quarters	93




 






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TABLE OF CONTENTS


(continued)


 



		 	 	Page
	 	 	 	 
	SECTION 8.10	 	Additional Guarantors and Grantors	93
	 	 	 	 
	SECTION 8.11	 	Pledges of Additional Stock.	94
	 	 	 	 
	SECTION 8.12	 	Use of Proceeds	94
	 	 	 	 
	SECTION 8.13	 	Further Assurances	94
	 	 	 	 
	SECTION 8.14	 	Collateral Access Agreements	95
	 	 	 	 
	SECTION 8.15	 	Bank Accounts	95
	 	 	 	 
	SECTION 8.16	 	Annual Lender Meeting	96
	 	 	 	 
	SECTION 8.17	 	Post-Closing Covenants	96
	 	 	 	 
	SECTION 8.18	 	Centre of Main Interest	96
	 	 	 	 
	SECTION 8.19	 	Parallel Debt	97
	 	 	 	 
	SECTION 8.20	 	Legends; Rule 144	98
	 	 	 	 
	SECTION 8.21	 	Reserved	98
	 	 	 	 
	SECTION 8.22	 	Sanctions; Anti-Corruption Laws	98
	 	 	 	 
	SECTION 8.23	 	Board Observation Rights	99
	 	 	 	 
	SECTION 8.24	 	Privacy and Data Security	99
	 	 	 	 
	SECTION 8.25	 	Dutch Fiscal Unity	99
	 	 	 	 
	SECTION 8.26	 	Additional Lender Shares	99
	 	 	 	 
	ARTICLE IX	NEGATIVE COVENANTS	100
	 	 	 	 
	SECTION 9.01	 	Limitation on Indebtedness	100
	 	 	 	 
	SECTION 9.02	 	Limitation on Liens	101
	 	 	 	 
	SECTION 9.03	 	Consolidation, Merger, etc	103
	 	 	 	 
	SECTION 9.04	 	Permitted Dispositions	103
	 	 	 	 
	SECTION 9.05	 	Investments	105
	 	 	 	 
	SECTION 9.06	 	Restricted Payments	106
	 	 	 	 
	SECTION 9.07	 	Prepayments and Modification of Certain Agreements	107
	 	 	 	 
	SECTION 9.08	 	Sale and Leaseback	107
	 	 	 	 
	SECTION 9.09	 	Transactions with Affiliates	107
	 	 	 	 
	SECTION 9.10	 	Restrictive Agreements, etc	108
	 	 	 	 
	SECTION 9.11	 	Hedging Agreements	108
	 	 	 	 
	SECTION 9.12	 	Changes in Business and Fiscal Year	108




 






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TABLE OF CONTENTS


(continued)


 


		 	 	Page
	 	 	 	 
	SECTION 9.13	 	Financial Covenants	109
	 	 	 	 
	SECTION 9.14	 	Operations of Borrower	110
	 	 	 	 
	SECTION 9.15	 	Dutch Fiscal Unity	110
	 	 	 	 
	ARTICLE X	EVENTS OF DEFAULT	110
	 	 	 	 
	SECTION 10.01	 	Listing of Events of Default	110
	 	 	 	 
	SECTION 10.02	 	Remedies Upon Event of Default	113
	 	 	 	 
	ARTICLE XI	THE AGENTS	114
	 	 	 	 
	SECTION 11.01	 	Appointment	114
	 	 	 	 
	SECTION 11.02	 	Delegation of Duties	114
	 	 	 	 
	SECTION 11.03	 	Exculpatory Provisions	115
	 	 	 	 
	SECTION 11.04	 	Reliance by Agents	115
	 	 	 	 
	SECTION 11.05	 	Notice of Default	115
	 	 	 	 
	SECTION 11.06	 	Non Reliance on Agents and Other Lenders	116
	 	 	 	 
	SECTION 11.07	 	Indemnification	116
	 	 	 	 
	SECTION 11.08	 	Agent in Its Individual Capacity	117
	 	 	 	 
	SECTION 11.09	 	Successor Agents	117
	 	 	 	 
	SECTION 11.10	 	Agents Generally	117
	 	 	 	 
	SECTION 11.11	 	Restrictions on Actions by Secured Parties; Sharing of Payments; Specified Hedging Agreement	118
	 	 	 	 
	SECTION 11.12	 	Agency for Perfection	119
	 	 	 	 
	SECTION 11.13	 	Administration of German Collateral	119
	 	 	 	 
	ARTICLE XII	MISCELLANEOUS	120
	 	 	 	 
	SECTION 12.01	 	Amendments and Waivers	120
	 	 	 	 
	SECTION 12.02	 	Notices and Other Communications; Facsimile Copies	121
	 	 	 	 
	SECTION 12.03	 	No Waiver; Cumulative Remedies	122
	 	 	 	 
	SECTION 12.04	 	Survival of Representations and Warranties	122
	 	 	 	 
	SECTION 12.05	 	Payment of Expenses and Taxes; Indemnification	123
	 	 	 	 
	SECTION 12.06	 	Successors and Assigns; Participations and Assignments; Replacement of Lender	124
	 	 	 	 
	SECTION 12.07	 	Pledge of Loans	127
	 	 	 	 
	SECTION 12.08	 	Adjustments; Set-off	127




 






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		 	 	Page
	 	 	 	 
	SECTION 12.09	 	Counterparts	128
	 	 	 	 
	SECTION 12.10	 	Severability	128
	 	 	 	 
	SECTION 12.11	 	Integration	128
	 	 	 	 
	SECTION 12.12	 	Representation of Subsidiaries	129
	 	 	 	 
	SECTION 12.13	 	GOVERNING LAW	129
	 	 	 	 
	SECTION 12.14	 	Submission to Jurisdiction; Waivers	129
	 	 	 	 
	SECTION 12.15	 	Acknowledgments	130
	 	 	 	 
	SECTION 12.16	 	WAIVERS OF JURY TRIAL	130
	 	 	 	 
	SECTION 12.17	 	Confidentiality	130
	 	 	 	 
	SECTION 12.18	 	Press Releases, etc	133
	 	 	 	 
	SECTION 12.19	 	Releases of Guarantees and Liens	133
	 	 	 	 
	SECTION 12.20	 	USA Patriot Act	133
	 	 	 	 
	SECTION 12.21	 	No Fiduciary Duty	134
	 	 	 	 
	SECTION 12.22	 	Authorized Officers	134
	 	 	 	 
	SECTION 12.23	 	Judgment Currency	134
	 	 	 	 
	SECTION 12.24	 	Subordination of Intercompany Indebtedness	135
	 	 	 	 
	SECTION 12.25	 	Public Lenders; Trading Restrictions	135
	 	 	 	 
	SECTION 12.26	 	Original Issue Discount	136
	 	 	 	 
	SECTION 12.27	 	Tax Treatment	136
	 	 	 	 
	SECTION 12.28	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	136
	 	 	 	 
	SECTION 12.29	 	Dutch Fiscal Unity	137
	 	 	 	 
	SECTION 12.30	 	Accredited Investor Status	137




 



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	SCHEDULES	 
	 	 
	Schedule 1.01	Commitments
	Schedule 1.01-A	Severance and Other Restructuring Expenses
	Schedule 7.04	Litigation
	Schedule 7.10	Tax Liens
	Schedule 7.12	Subsidiaries
	Schedule 7.13	Intellectual Property
	Schedule 7.14	Environmental Matters 
	Schedule 7.15	Real Property
	Schedule 7.18	Principal Place of Business/Chief Executive Office
	Schedule 7.21	Contractual or Other Restrictions
	Schedule 7.22	Collective Bargaining Agreements
	Schedule 7.23	Insurance
	Schedule 7.24	Existing Indebtedness
	Schedule 7.25	Deposit Accounts and Securities Accounts
	Schedule 7.27	Material Customers
	Schedule 7.28	Material Contracts
	Schedule 8.17	Post-Closing Covenants 
	Schedule 9.02	Liens
	Schedule 9.05	Investments
	Schedule 9.09	Transactions with Affiliates
	Schedule 9.12	Description of Business
	Schedule 12.02	Addresses for Notices
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	Form of Assignment and Acceptance
	Exhibit B	Form of Compliance Certificate
	Exhibit C	Form of Note
	Exhibit D	Form of Funding Request
	Exhibit E	Form of PIK Election Notice




 






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CREDIT AGREEMENT


 


THIS CREDIT
AGREEMENT, dated as of February 26, 2019, is among PARETEUM CORPORATION, a Delaware corporation (the “Borrower”),
any Subsidiaries of Borrower party hereto that are Guarantors or become Guarantors hereunder pursuant to Section 8.10 or
Section 8.17 below, the lenders from time to time party hereto (each a “Lender” and, collectively,
the “Lenders”), POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company (“Post
Road”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such
capacity, the “Administrative Agent”) and Post Road, as collateral agent for the Secured Parties (in
such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and
together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).


 


RECITALS


 


WHEREAS,
Borrower has requested that the Lenders extend to Borrower certain Loans and Commitments to make Loans in the aggregate principal
amount of $50,000,000 commencing on the Closing Date; and


 


WHEREAS,
the Lenders have agreed to provide the Loans subject to the terms and conditions contained in this Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:


 


ARTICLE I


Definitions


 


SECTION 1.01     Defined
Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01 unless the context
otherwise requires:


 


“Additional Issuance
Date” shall mean the earliest to occur of: (a) December 31, 2019; (b) any Funding Date; and (c) the Termination Date.


 


“Additional Lender
Shares” shall mean 200,000 shares of Borrower Common Stock.


 


“Adjusted
EBITDA” shall mean, for a specified period, an amount determined for the Consolidated Companies equal to:


 


 (a)          Consolidated Net Income, plus




 


(b)          to
the extent reducing Consolidated Net Income, the sum of, without duplication, amounts for:


 


 (i)         Consolidated Interest Expense,




 




     


    
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(ii)        Taxes
paid in cash by the Consolidated Companies (provided that, if there is a Tax refund received in such period, the amount thereof
shall be deducted from Consolidated Net Income for purposes of calculating Adjusted EBITDA),


 


 (iii)       total depreciation expense,




 


 (iv)       total amortization expense,




 


(v)        fees,
charges and expenses incurred in connection with the consummation of the Transactions on or prior to the Closing Date,


 


(vi)       fees,
charges and expenses (other than restructuring expenses) incurred in connection with the consummation of any Permitted Acquisition
in an aggregate amount not to exceed $250,000 in any fiscal year,


 


(vii)      non-cash
charges reducing Consolidated Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve
for potential cash items in any future period or amortization of a prepaid cash item that was paid in a prior period) including
non-cash compensation expense in respect of stock option plans,


 


(viii)     the
amount of any severance and other restructuring expenses, in each case, to the extent (A) set forth on Schedule 1.01-A (or
as may be subsequently incorporated into such Schedule as agreed to in writing by the Administrative Agent in its sole discretion
following delivery of a certificate from an Authorized Officer of the Borrower certifying the amount and purpose of such expense),
(B) deducted in such period in computing Consolidated Net Income, and (C) actually paid in cash during such period,


 


(ix)        such
other amounts, to the extent consistent with Regulation S-X of the Securities Act, as agreed to in writing by the Administrative
Agent in its reasonable discretion following delivery of a certificate from an Authorized Officer of the Borrower certifying the
rationale for the inclusion of such amount, and


 


(c)          minus,
to the extent increasing Consolidated Net Income, the sum of, without duplication, amounts for:


 


(i)         other
non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents
the reversal of an accrual or reserve for potential cash item in any prior period),


 


(ii)        any
income or gains from disposal of disposed, abandoned, transferred, closed or discontinued operations, and


 


(iii)       to
the extent not deducted in determining such Consolidated Net Income, all cash payments during such period on account of reserves
and other non-cash charges added to Consolidated Net Income after the Closing Date pursuant to clause (b)(vii).


 




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“Administrative
Agent” shall have the meaning set forth in the preamble to this Agreement.


 


“Administrative
Questionnaire” shall mean a questionnaire completed by each Lender, in a form approved by the Administrative Agent,
in which such Lender, among other things, (a)designates one or more credit contacts to whom all syndicate-level information
(which may contain material non-public information about the Credit Parties and their Related Parties or their respective securities)
will be made available and who may receive such information in accordance with such Lender’s compliance procedures and Applicable
Laws, including federal and state securities laws and (b) designates an address, facsimile number, electronic mail address and/or
telephone number for notices and communications with such Lender.


 


“Affiliate”
shall mean, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified; or with respect to any German Credit Party its direct
or indirect shareholder(s) or any entity affiliated to such shareholder (verbundenes Unternehmen) within the meaning of
section 15 of the German Stock Corporation Act (Aktiengesetz).


 


“Agents”
shall have the meaning set forth in the preamble to this Agreement.


 


“Agreement”
shall mean this Credit Agreement, as it may be amended, restated, amended and restated, supplemented or otherwise modified from
time to time.


 


“Aggregate
Commitment” shall mean $50,000,000.


 


“Applicable
Laws” shall mean, as to any Person, any law (including common law), statute, regulation, ordinance, rule, order,
policy, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated
or imposed or entered into or agreed by any Governmental Authority or determination of an arbitrator, in each case applicable to
or binding on such Person or any of its property, products, business, assets or operations or to which such Person or any of its
property, products, business, securities, assets or operations is subject.


 


“Applicable
Margin” shall mean (a) during the continuation of the [***]Cure Period or the [***]Cure Period, a percentage per
annum equal to eleven and one-half percent (11.50%); and (b) at all times not described in the foregoing clause (a), a percentage
per annum equal to eight and one-half percent (8.50%).


 


“Application Event”
shall have the meaning set forth in Section 4.02(d).


 


“Approved
Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing
in commercial loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a)
a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender
or (d) Post Road Capital Management, LLC.


 




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“Artilium
Belgium” shall mean Artilium NV, a Belgian company with its registered office at Vaartdijkstraat 19, 8200 Brugge,
Belgium, registration number 0468.433.091 (Commercial court of Gent, division Brugge).


 


“Artilium
Netherlands” shall mean Artilium B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under
the laws of the Netherlands.


 


“Artilium
UK” shall mean Artilium Group Limited, a private limited liability company formed under the laws of England and Wales.


 


“Assignment
and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A or such other
form approved by the Administrative Agent.


 


“Attributable
Indebtedness” shall mean, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount
thereof that would appear as a liability on a balance sheet of such Person prepared as of such date in accordance with GAAP.


 


“Auditors”
shall have the meaning set forth in Section 6.09(c)(iii).


 


“Auditors Determination”
shall have the meaning set forth in Section 6.09(c)(iii).


 


“Authorized
Officer” shall mean, with respect to any Credit Party, the chairman of the board of directors, the president,
the chief financial officer, the chief operating officer, the secretary, with respect to the Netherlands Subsidiaries, a managing
director (directeur or bestuurder) the treasurer or any other senior officer of such Credit Party, with respect to
Interactive, a managing director (Geschäftsführer) or a procurist (Prokurist), but, in any event, with
respect to financial matters, the chief financial officer of such Credit Party or such other senior officer of such Credit Party
designated as such by the applicable Credit Party in writing.


 


“Bail-In
Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority
in respect of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of
the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to
time which is described in the EU Bail-In Legislation Schedule.


 


“Base
Rate” shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day
or (b) the Federal Funds Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate
or the Federal Funds Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal
Funds Rate, respectively.


 


“Belgian
Guarantor” shall mean each direct or indirect Subsidiary of Borrower (other than any Immaterial Subsidiary) organized
under the laws of Belgium that becomes a Guarantor pursuant to the terms of this Agreement.


 




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“Belgian
Security Documents” shall mean (i) the Business Pledge Agreement dated as of the Closing Date between Artilium Belgium
and United Telecom, as pledgors, and the Collateral Agent, as pledgee, (ii) the Share Pledge Agreement dated as of the Closing
Date between Artilium UK, as pledgor, and the Collateral Agent, as pledgee, as the same may be amended, restated, supplemented
or otherwise modified from time to time, and each other instrument or document executed and delivered pursuant to Sections 8.10,
8.11, 8.13 or 8.17 or pursuant to any of the Security Documents to guarantee or secure any of the Obligations governed
by Belgian law.


 


“Benefited Lender”
shall have the meaning set forth in Section 12.08.


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Board
of Directors” shall mean the board of directors, board of managers or other equivalent governing body of a Person;
provided, that, with respect to each Netherlands Subsidiary, such term shall mean such Subsidiary’s managing
board (directie or bestuur) and with respect to Interactive, such term shall mean such Subsidiary’s managing
board (Geschäftsführung).


 


“Borrower”
shall have the meaning set forth in the preamble to this Agreement.


 


“Borrower Common
Stock” shall mean the common stock, par value $0.00001 per share, of Borrower.


 


“Borrower Materials”
shall have the meaning set forth in Section 12.25.


 


“Budget”
shall have the meaning set forth in Section 8.01(e).


 


“Business
Day” shall mean (a) any day excluding Saturday, Sunday and any day that shall be in the City of New York a legal
holiday or a day on which banking institutions are authorized by law or other governmental actions to close, and (b) any day that
is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market.


 


“Capital Impairment”
shall have the meaning set forth in Section 6.09(b).


 


“Capital
Stock” shall mean any and all shares, interests, participations, units or other equivalents (however designated)
of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership,
any and all equivalent ownership interests in a Person and any and all warrants, rights or options to purchase any of the foregoing.


 


“Capitalized
Lease Obligations” shall mean, as applied to any Person, all obligations under Capitalized Leases of such Person
or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities on the balance sheet (excluding
the footnotes thereto) of such Person in accordance with GAAP.


 




    5


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Capitalized
Leases” shall mean, as applied to any Person, all leases of property that have been or should be, in accordance with
GAAP, recorded as capitalized leases on the balance sheet of such Person or any of its Subsidiaries, on a consolidated basis; provided,
that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for
as a liability on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.


 


“Cash Equivalents”
shall mean:


 


(a)       any
direct obligation of (or unconditional guarantee by) the United States (or any agency or political subdivision thereof, to the
extent such obligations are supported by the full faith and credit of the United States) maturing not more than one year after
the date of acquisition thereof;


 


(b)       commercial
paper maturing not more than one year from the date of issue and issued by (i) a corporation (other than an Affiliate of any Credit
Party) organized under the laws of any state of the United States or of the District of Columbia and, at the time of acquisition
thereof, rated A 1 or higher by S&P or P 1 or higher by Moody’s, or carrying an equivalent rating by a nationally recognized
rating agency if at any time neither S&P or Moody’s shall be rating such obligations, or (ii) any Lender (or its holding
company);


 


(c)       any
certificate of deposit, time deposit or bankers acceptance, maturing not more than one year after its date of issuance, which is
issued by either: (i) a bank organized under the laws of the United States (or any state thereof) which has, at the time of acquisition
thereof, (A) a credit rating of A-2 or higher from Moody’s or A or higher from S&P and (B) a combined capital and surplus
greater than $500,000,000, or (ii) a Lender;


 


(d)       any
repurchase agreement having a term of thirty (30) days or less entered into with any Lender or any commercial banking institution
satisfying, at the time of acquisition thereof, the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected
security interest in any obligation of the type described in clause (a), and (ii) has a market value at the time such repurchase
agreement is entered into of not less than 100% of the repurchase obligation of such commercial banking institution thereunder;
and


 


(e)       mutual
funds investing primarily in assets described in clauses (a) through (d) of this definition.




 


“Cash
Interest” shall mean all interest due and payable hereunder that is not Paid in Kind Interest.


 


“Casualty
Event” shall mean the damage, destruction or condemnation, as the case may be, of property of any Person or any of
its Subsidiaries.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980.


 




    6


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Change
in Law” shall mean (a) the adoption of any law, rule, regulation or treaty after the date of this Agreement, (b)
any change in any law, rule, regulation or treaty or in the interpretation, implementation or application thereof by any Governmental
Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.09, by any lending
office of such Lender or by such Lender’s parent, if any) with any request, rule, guideline or directive (whether or not
having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided that notwithstanding
anything herein to the contrary, (x) the Dodd Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines
or directives issued thereunder or in connection therewith and (y) all requests, rules, guidelines or directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change
in Law”, regardless of the day enacted, adopted, issued or implemented.


 


“Change
of Control” shall mean an event or series of events by which: (a) any Guarantor (or any Subsidiary that is required
to become a Guarantor pursuant to Section 8.10) shall cease to be 100% owned, beneficially and of record, by either the
Borrower or another Guarantor, in each case, on a fully-diluted basis, free and clear of all Liens (other than Permitted Liens),
(b) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) has become
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a Person shall be deemed
to have “beneficial ownership” of all securities that any such Person has the right to acquire, whether such right
is exercisable immediately or only after the passage of time), by way of merger, consolidation or otherwise, of 35% or more of
the Capital Stock of Borrower on a fully diluted basis (the “Merger Transaction”) and the individuals
constituting the Board of Directors of each Credit Party as of the Closing Date cease to constitute a majority of the Board of
Directors of each Credit Party at any time after the Merger Transaction, (c) during any period of twelve consecutive calendar months,
individuals who at the beginning of such period constituted the Board of Directors of Borrower, together with any new members of
such Board of Directors whose elections by such Board of Directors or whose nominations for election by the stockholders of Borrower
were approved by a vote of a majority of the members of such Board of Directors then still in office who either were directors
at the beginning of such period or whose election or nomination for election was previously so approved (excluding any individual
whose initial nomination for, or assumption of office as, a member of such Board of Directors occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of one or more directors by any Person or group other
than a solicitation for the election of one or more directors by or on behalf of the Board of Directors), cease for any reason
to hold a majority of the voting rights of the members of the Board of Directors of Borrower, still in offices set forth above
or (d) a “change of control” or any term of similar effect under any Material Contract of the type referred to in clause
(i) of the definition thereof or any other document executed in connection therewith shall have occurred in respect of any Credit
Party or Subsidiary thereof.


 


“Churn
Rate” shall mean, for any period, the ratio, expressed as a percentage, of (a) (i) RMR attributed to any customer
contracts that were cancelled during such period, minus (ii) RMR attributed to any new customer contracts that were
entered into during such period by existing customers, divided by (b) the RMR at the beginning of such period.


  




    7


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“[***]”
shall mean [***], together with its affiliates.


 


“[***]
Agreement” shall mean the [***] Agreement dated [***] between Borrower, Pareteum Europe and [***] pursuant to which
[***], as amended, extended, renewed, replaced, restated or otherwise modified from time to time.


 


“[***]
Consent and Acknowledgment” shall mean the consent and acknowledgment among [***], Borrower, Pareteum Europe and
the Collateral Agent dated on or about the date hereof (or such later date permitted by Section 8.17) pursuant to which
(a) Pareteum Europe shall join the [***] Agreement as a “[***]” thereunder; (b) [***] shall consent to the grant by
the Credit Parties to Collateral Agent of a security interest in [***]; and (b) [***] shall agree to remit all payments and other
amounts payable by [***] under the [***] Agreement to the Pareteum Europe Capital One Account until such time as such Consent and
Acknowledgement is terminated in accordance with its terms.


 


“[***]
Cure Period” shall mean the period (a) commencing on May 1, 2019 (unless the [***]Consent and Acknowledgement has
been delivered in accordance with Section 8.17 prior to such date) and (b) continuing until such date that the [***] Consent
and Acknowledgement has been delivered in accordance with Section 8.17, as confirmed by the Administrative Agent in writing.


 


“Claims”
shall have the meaning set forth in the definition of Environmental Claims.


 


“Closing Date”
shall mean February 26, 2019.


 


“Closing Date Lender
Shares” shall mean 425,000 shares of Borrower Common Stock.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the Treasury Regulations promulgated and rulings
issued thereunder.


 


“Collateral”
shall mean any assets of any Credit Party or other assets upon which the Collateral Agent has been, or has purportedly been, granted
a Lien in connection with this Agreement.


 


“Collateral
Access Agreements” shall mean a collateral access agreement in form and substance reasonably satisfactory to the
Collateral Agent between Collateral Agent and any lessor, warehouseman, processor, bailee, consignee, or other Person in possession
of, having a Lien upon, or having rights or interests in any Credit Party’s books and records or assets located outside of
Germany.


 


“Collateral Agent”
shall have the meaning set forth in the preamble to this Agreement.


 


“Collateral Assignee”
shall have the meaning set forth in Section 12.06(c) of this Agreement.


 




    8


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Collections”
shall mean all cash, checks, credit card slips or receipts, notes, instruments, and other items of payment (including insurance
proceeds, proceeds of cash sales, rental proceeds, and tax refunds) of the Credit Parties.


 


“Commitment”
shall mean the obligation of the Lenders to make the Loans hereunder, in each case in the Dollar amounts set forth beside such
Lender’s name under the applicable heading on Schedule 1.01 attached hereto or in the Assignment and Acceptance pursuant
to which such Lender became a Lender under this Agreement, as such amounts may be changed from time to time pursuant to the terms
of this Agreement. On the Closing Date, the total of the Commitments for all Lenders shall be $50,000,000 as set forth on Schedule
1.01.


 


“Commitment
Percentage” shall mean, as to any Lender, the Commitment Percentage (if any) set forth below such Lender’s
name in Schedule 1.01 hereof (or, in the case of any Lender that became party to this Agreement after the Closing Date pursuant
to Section 12.06(b) or (c) hereof, the Commitment Percentage (if any) of such Lender as set forth in the applicable
Assignment and Acceptance), as the same may be adjusted upon any assignment by or to such Lender pursuant to Section 12.06(b)
or (c) hereof.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any
successor statute.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material that any Credit Party provides
to the Administrative Agent pursuant to any Credit Document or the transactions contemplated therein which is distributed to the
Administrative Agent or any Lender by means of electronic communications pursuant to Section 12.25, including through the Platform.


 


“Compliance
Certificate” shall mean a certificate duly completed and executed by an Authorized Officer of the Borrower substantially
in the form of Exhibit B, together with such changes thereto or departures therefrom as the Administrative Agent may from
time to time reasonably request or approve for the purpose of monitoring the Credit Parties’ compliance with the financial
covenants contained herein or certain other calculations, or as otherwise agreed to by the Administrative Agent.


 


“Confidential Information”
shall have the meaning set forth in Section 12.17.


 


“Connection
Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated)
or that are franchise Taxes or branch profits Taxes.


 


“Consolidated
Capital Expenditures” shall mean, for any specified period, the sum of, without duplication, all expenditures made,
directly or indirectly, by the Consolidated Companies during such period, determined on a consolidated basis in accordance with
GAAP, that are or should be reflected as additions to property, plant or equipment or similar items reflected in the consolidated
statement of cash flows and balance sheet of the Consolidated Companies, or have a useful life of more than one year.


 




    9


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Consolidated
Companies” shall mean Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP.


 


“Consolidated
Interest Expense” shall mean, for the Consolidated Companies, the sum of: (a) all interest in respect of Indebtedness
(including, without limitation, the interest component of any payments in respect of Capitalized Lease Obligations) accrued or
capitalized during such period (whether or not actually paid during such period), less interest income during such period, plus
(b) the net amount payable (or minus the net amount receivable) in respect of Hedging Obligations relating to interest during such
period (whether or not actually paid or received during such period).


 


“Consolidated
Net Income” shall mean, for any specified period, the consolidated net income (or deficit) of the Consolidated Companies
determined in accordance with GAAP, after eliminating therefrom all extraordinary nonrecurring items of income or loss; provided
that there shall be excluded (without duplication) (i) the consolidated net income (or deficit) of any Person in which any Person
(other than any of the Consolidated Companies) has a joint interest, except to the extent of the amount of dividends or other distributions
actually paid in cash to any of the Consolidated Companies by such Person during such specified period, (ii) the income (or loss)
of any Person accrued prior to the date it becomes a consolidated Subsidiary of any of the Consolidated Companies or is merged
into or consolidated with any of the Consolidated Companies or such Person’s assets are acquired by any of the Consolidated
Companies, (iii) the income of any consolidated Subsidiary of any of the Consolidated Companies to the extent that the declaration
or payment of dividends or other distributions by that consolidated Subsidiary of that income is not at the time permitted by operation
of the terms of any Contractual Obligation or Applicable Law applicable to that consolidated Subsidiary, (iv) any gain attributable
to the write-up of any asset and any loss attributable to the write-down of any asset; (v) any net gain from the collection of
the proceeds of life insurance policies; (vi) any net gain or loss arising from the acquisition of any securities, or the extinguishment,
under GAAP, of any Indebtedness, of any of the Consolidated Companies, (vii) in the case of a successor to any consolidated Subsidiary
of any of the Consolidated Companies by consolidation or merger or as a transferee of its assets, any earnings of such successor
prior to such consolidation, merger or transfer of asset (unless such successor was a consolidated Subsidiary of any of the Consolidated
Companies prior to such consolidation, merger or transfer), (viii) any deferred credit representing the excess of equity in any
consolidated Subsidiary of any of the Consolidated Companies at the date of acquisition of such consolidated Subsidiary over the
cost to the Consolidated Companies of the investment in such Subsidiary, (ix) the cumulative effect of any change in GAAP during
such period, and (x) any non-cash FASB ASC 815 income (or loss) related to hedging activities.


 


“Consolidated
Revenue” shall mean, for any specified period, the revenue of the Consolidated Companies calculated and recognized
in accordance with GAAP.


 


“Consolidated
Revenue Testing Period” shall mean the period (a) commencing on the date, if any, that the Borrower delivers a Compliance
Certificate to the Administrative Agent in accordance with Section 8.01(d) hereunder that reflects a failure by the Credit
Parties to comply with the covenant set forth in Section 9.13(d); and (b) continuing until the date that the Borrower delivers
a Compliance Certificate to the Administrative Agent in accordance with Section 8.01(d) hereunder that evidences compliance
with the covenant set forth in Section 9.13(d).


 




    10


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Consolidated
Total Debt” shall mean, as of any date of determination, the outstanding principal amount of all Funded Debt.


 


“Contingent
Liability” shall mean, for any Person, any agreement, undertaking or arrangement by which such Person guarantees,
endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide
funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the
Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the Capital Stock of any other Person. The amount of any Person’s obligation under
any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of
the debt, obligation or other liability guaranteed thereby.


 


“Contractual
Obligation” shall mean, as to any Person, any provision of any security issued by such Person or of any agreement,
instrument or other undertaking to which such Person is a party or by which it or any of its property is bound other than the Obligations.


 


“Control”
means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a
Person, whether through the ability to exercise voting power, by contract or otherwise; provided that, for purposes of this
definition, any Person which owns directly or indirectly 5% or more of the equity interests having ordinary voting power for the
election of directors or other members of the governing body of a Person or 5% or more of the partnership or other ownership interests
of a Person (other than as a limited partner of such Person) shall be deemed an Affiliate of such Person. Notwithstanding anything
to the contrary set forth herein, neither Agent nor any Lender shall be deemed to be an Affiliate of any Credit Party solely by
virtue of complying with the terms and provisions of, or exercising its rights under, this Agreement and the other Credit Documents.
The terms “Controlling” and “Controlled” have meanings correlative thereto.


 


“Control
Agreement” shall mean a pledge, collateral assignment, control agreement or bank consent letter, in form and substance
reasonably satisfactory to the Collateral Agent, executed and delivered by the applicable Credit Party, the Collateral Agent, and
the applicable securities intermediary or bank, which agreement is sufficient to give the Collateral Agent “control”
over (or otherwise perfect Collateral Agent’s Lien in, to the extent “control” is not applicable under the laws
of any applicable jurisdiction) each of such Credit Party’s securities accounts, deposit accounts or investment property,
as the case may be, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Copyright
Security Agreements” shall mean any and all copyright security agreements entered into by a Credit Party in favor
of Collateral Agent (as required by the Agreement or any other Credit Document), in each case, as the same may be amended, restated,
supplemented or otherwise modified from time to time.


 


“Corresponding
Obligations” means all Obligations as they may exist from time to time, other than the Parallel Debts.


 




    11


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Credit
Documents” shall mean (a) this Agreement, the Security Documents, any Notes, any subordination or intercreditor agreements
in favor of any Agent with respect to this Agreement, and (b) any other document, instrument, certificate or agreement executed
by any Credit Party, or by the Borrower on behalf of the Credit Parties, or any of them, and delivered to any Agent or Lender in
connection with any of the foregoing or the Obligations, in each case, as the same may be amended, restated, supplemented or otherwise
modified from time to time.


 


“Credit
Parties” shall mean, collectively, the Borrower and the Guarantors, and “Credit Party”
shall mean any of the Credit Parties, individually.


 


“Current
Assets to Debt Ratio” shall mean, as of any date, the ratio of: (a) (i) unrestricted cash and Cash Equivalents of
the Consolidated Companies as of such date; plus (ii) accounts receivable owing to the Consolidated Companies as
of such date so long as such accounts receivable have not been (x) outstanding more than 60 days after the original due date therefor
or (y) otherwise written off the books of the Borrower or designated as uncollectible by the Borrower in its reasonable discretion;
to (b) Consolidated Total Debt of the Consolidated Companies outstanding as of such date.


 


“Default”
shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulting
Lender” shall mean any Lender that: (a) has failed, within two (2) Business Days of the date required to be funded
or paid, to (i) fund any portion of its Commitment, (ii) pay over to either Agent or any Lender any other amount required to be
paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such
failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified
and including a particular Default or Event of Default, if any) has not been satisfied; (b) has notified Borrower or the Administrative
Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding
obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s
good faith determination that a condition precedent (specifically identified and including a particular Default or Event of Default,
if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to
extend credit; (c) has failed, within two (2) Business Days after request by the Administrative Agent, acting in good faith, to
provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially
able to meet such obligations) to fund prospective Loans under this Agreement, provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory
to the Administrative Agent or (d) has become the subject of an Insolvency Event.


 


“Default
Rate” shall mean a rate per annum equal to the applicable rate described in Section 2.09(a) plus three percent
(3.00%) per annum.


 


“Designated
Jurisdiction” means any country or territory to the extent that such country or territory is the subject of any Sanction.


 




    12


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“[***]
Acquisition” shall mean that certain acquisition by the Borrower of one hundred percent (100%) of the Capital Stock
of [***].


 


“Disposition”
shall mean, with respect to any Person, any sale, transfer, lease, contribution or other conveyance (including by way of merger)
of, or the granting of options, warrants or other rights to, any of such Person’s or their respective Subsidiaries’
assets (including Capital Stock of Subsidiaries) to any other Person in a single transaction or series of transactions.


 


“Disqualified
Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital
Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures
or is mandatorily redeemable (other than solely for Qualified Capital Stock or in connection with a transaction that would constitute
an Event of Default under Section 10.01(k) hereof after the Secured Parties are paid in full), pursuant to a sinking fund
obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock or
in connection with a transaction that would constitute an Event of Default under Section 10.01(k) hereof after the Secured
Parties are paid in full), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes
convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock,
in each case, prior to the date that is one hundred and eighty (180) days after the latest Maturity Date; provided, that
if such Capital Stock is issued pursuant to a plan for the benefit of employees of Borrower or its Subsidiaries or by any such
plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to
be repurchased by Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.


 


“Dollars”
and “$” shall mean dollars in lawful currency of the United States of America.


 


“Domestic Subsidiary”
shall mean each Subsidiary of a Credit Party that is a U.S. Person.


 


“Dutch Credit Party”
shall mean a Credit Party that is resident in the Netherlands for tax purposes and includes any Credit Party carrying on a business
through a permanent establishment or deemed permanent establishment that is taxable in the Netherlands.


 


“EEA
Financial Institution” means (a) any institution established in any EEA Member Country which is subject to the supervision
of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution
described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative
authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 




    13


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“EMU”
shall mean the economic and monetary union as contemplated in the Treaty on European Union.


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, claims,
liens, notices of noncompliance or violation, investigations (other than internal reports prepared by the Credit Parties (a) in
the ordinary course of such Person’s business or (b) as required in connection with a financing transaction or an acquisition
or disposition of real estate) or proceedings relating to any Environmental Law or any permit issued, or any approval given, under
any such Environmental Law (“Claims”), including (i) any and all Claims by Governmental Authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages pursuant to any applicable Environmental Law and
(ii) any and all Claims by any third party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive
relief resulting from the Release or threatened Release of Hazardous Materials or arising from alleged injury or threat of injury
to health or safety (to the extent relating to the exposure to Hazardous Materials) or the environment.


 


“Environmental
Law” shall mean any applicable federal, state, foreign or local statute, law, rule, regulation, ordinance, code and
rule of common law now or hereafter in effect and in each case as amended, and any binding judicial or administrative interpretation
thereof, including any binding judicial or administrative order, consent decree or judgment, relating to the protection of the
environment or human health or safety (to the extent relating to exposure to Hazardous Materials).


 


“Equivalent
Amount” shall mean, on any date of determination, with respect to obligations or valuations denominated in one currency
(the “first currency”), the amount of another currency (the “second currency”) which would result from
the conversion of the relevant amount of the first currency into the second currency at the 12:00 noon rate quoted by Bloomberg
on www.bloomberg.com/markets/currencies/fxc.html (Page BOFC or such other Page as may replace such Page for the purpose
of displaying such exchange rates) on such date or, if such date is not a Business Day, on the Business Day immediately preceding
such date of determination, or such other rate as may have been agreed to in writing between Borrower and the Administrative Agent.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.


 


“ERISA
Affiliate” shall mean each Person (as defined in Section 3(9) of ERISA), as to which any Credit Party or any Subsidiary
of any Credit Party, is, or within the last six (6) years was, treated as a “single employer” (i) within the meaning
of Section 414(b), (c) of the Code (and sections 414(m) and (o) of the Code for purposes of provisions relating to section 412
of the Code and section 302 of ERISA) or (ii) as a result of any Credit Party or any Subsidiary of any Credit Party being or having
been a general partner of such Person.


 


“EST”
shall mean eastern standard time or eastern daylight time, as applicable.


 




    14


    
[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association
(or any successor Person), as in effect from time to time.


 


“euro”
and “€” shall mean the single currency of participating member states of the EMU.


 


“Eurodollar
Rate” shall mean, with respect to any Loan, a rate per annum determined by the Administrative Agent on the
Closing Date and thereafter on the last day of each third Interest Period (which shall be a Business Day) for the next
succeeding three Interest Periods (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the greater of (A)
1.00%, and (B) the product of (i) the rate of interest which is identified and normally published by Bloomberg Professional
Service LIBOR screen page (or such other page as may replace such page on that service for the purpose of displaying such
rates or such other service as may be nominated by the ICE Benchmark Administration for the purpose of displaying London
interbank offered rates for Eurodollar Rates) as the offered rate for loans in United States dollars for a three-month
interest period for Eurodollar Rates as of 11:00 a.m. (London time), on the second full Business Day next preceding the first
day of such Interest Period (unless such date is not a Business Day, in which event the next succeeding Business Day will be
used); and (ii) the Statutory Reserve Rate. If Bloomberg Professional Service no longer reports the Eurodollar Rate or the
Administrative Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to
the Administrative Agent in the London Interbank Market or if such index no longer exists or accurately reflects the rate
available to the Administrative Agent in the London Interbank Market, the Administrative Agent may select a replacement index
or replacement page, as the case may be, that reasonably reflects such rate.


 


“Event of Default”
shall have the meaning set forth in Article X.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Excluded
Accounts” means any deposit account (a) that is used solely to fund payroll or employee benefits, so long as such
account is a zero balance account or (b) that contains, at all times, less than $100,000 for any one account and $350,000 in the
aggregate for all such accounts.


 


“Excluded
Issuances” shall mean (a) the issuance of equity securities (other than Disqualified Capital Stock) by Borrower to
members of the management, employees or directors of any Credit Party and (b) the issuance of equity securities of Borrower (other
than Disqualified Capital Stock) upon the exercise of any warrants issued by the Borrower on or prior to the Closing Date.


 


“Excluded
Hedging Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or
a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation
(or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity
Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor's failure
for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations
thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes
illegal.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld
or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes,
and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having
its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment
pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant
to an assignment request by the Borrower under Section 12.06) or (ii) such Lender changes its lending office (other than
pursuant to Section 2.02), except in each case to the extent that, pursuant to Section 4.04, amounts with respect
to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such
Lender immediately before it changed its lending office, (c)Taxes attributable to such Recipient’s failure to comply
with Section 4.04(f); and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Exit
Fee” shall mean an exit fee in an amount sufficient to increase the Minimum Return to 1.20:1.00; provided, that,
such Exit Fee shall only be due and payable to the extent the Minimum Return shall be less than 1.20:1.00 after repayment in full
of the Obligations (other than such Obligations that constitute the Exit Fee).


 


“Extraordinary
Receipts” shall mean any cash received by or paid to or for the account of any Consolidated Company not in the ordinary
course of business, including, without limitation: (a) proceeds of judgments, proceeds of settlements or other consideration of
any kind in connection with any cause of action to the extent not used to pay any corresponding cause of action or to reimburse
a Consolidated Company for amounts previously expended, (b) indemnification payments received by any Consolidated Company to the
extent not used or anticipated to be used to pay any corresponding liability or reimburse such Consolidated Company for the payment
of any such liability, (c) any purchase price adjustment (other than a working capital adjustment) received in connection with
any purchase agreements, (d) tax refunds, (e) pension plan reversions and (f) any payment, fee or other amount received by any
Consolidated Company in respect of any amendment, termination or non-renewal of any Material Contract. In no event shall proceeds
of business interruption insurance be deemed to be Extraordinary Receipts.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantively comparable and not materially more onerous to comply with), any current or future Treasury Regulations thereunder
or official interpretations thereof, any agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended
or successor version described above), and any intergovernmental agreements (together with any Laws implementing such agreements)
implementing the foregoing.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Federal
Funds Rate” shall mean, for any day, a fluctuating interest rate per annum equal to: (a) the weighted average of
the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if
such day is not a Business Day, for the next succeeding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate
is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received
by the Administrative Agent from three federal funds brokers of recognized standing selected by it.


 


“Fees”
shall mean all amounts payable pursuant to, or referred to in, Section 3.01.


 


“Financial
Performance Covenants” shall mean the covenants set forth in Section 9.13 (other than clause (f)
thereof).


 


“Foreign
Lender” shall mean a Lender that is resident or organized under the laws of a jurisdiction other than that in which
Borrower is resident for tax purposes.


 


“Foreign
Subsidiary” shall mean each Subsidiary of a Credit Party that is not a Domestic Subsidiary.


 


“Fortress
Debt Documents” shall mean that certain Credit Agreement dated as of June 14, 2018 by and among iPass, iPass IP Sub,
Borrower and Fortress Credit Corp., a Delaware corporation, as amended, restated, supplemented or otherwise modified from time
to time, together with any other document, instrument, certificate or agreement executed from time to time in connection therewith.


 


“Fortress
Debt Repayment” shall mean that certain transaction pursuant to which the Borrower shall repay 100% of the outstanding
principal balance of the Indebtedness evidenced by the Fortress Debt Documents and any accrued and unpaid interest thereon.


 


“Funded
Debt” shall mean, as of any date of determination, all then outstanding Indebtedness of the Consolidated Companies,
of the type described in clauses (a), (b), (d) and (f) of the defined term “Indebtedness” (other than letters of credit
or similar instruments which are cash collateralized in an aggregate amount not to exceed $100,000).


 


“Funding Date”
shall mean the date of funding of each Loan, other than the Closing Date.


 


“Funding
Request” means a written request by the Borrower for the funding of each Loan, which shall be in the form of Exhibit
D attached hereto.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority
within the accounting profession), including the FASB Accounting Standards CodificationTM, which are applicable to the circumstances
as of the date of determination, subject to Section 1.03.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“GDPR”
shall mean the European Union General Data Protection Regulation, Regulation (EU) 2016/679 of the European Parliament and of the
Council of 27 April 2016 and, with respect to the Netherlands Subsidiaries only, the Dutch GDPR Implementation Act (Uitvoeringswet
Algemene verordening gegevensbescherming) and, with respect to Interactive only, the German Data Protection Act (Bundesdatenschutzgesetz)
and, with respect to the Belgian Guarantors only, the Belgian GDPR Implementation Act (Wet betreffende de bescherming van natuurlijke
personen met betrekking tot de verwerking van persoonsgegevens/Loi relative à la protection des personnes physiques à
l’égard des traitements de données à caractère personnel).


 


“German
Collateral” shall mean any Collateral assumed or accepted by or through the Collateral Agent or the Secured Parties,
as the case may be, pursuant to any German Security Document and held or administered by the Collateral Agent on behalf of or in
trust for the Secured Parties under this Agreement or the other Credit Documents and includes any addition, replacement or substitutions
thereof


 


“German
Collateral Party” shall mean each Credit Party which agrees to provide security expressed to be governed by German
law, including but not limited to the security provided under the German Security Documents.


 


“German
Credit Party” shall mean, collectively, each Credit Party or Subsidiary thereof that for the purposes of the Insolvency
Regulation maintains its centre of interest in Germany.


 


“German
Guarantor” means Interactive and each other Guarantor which is incorporated under the laws of the Federal Republic
of Germany.


 


“German Insolvency
Code” shall mean the German insolvency code (Insolvenzordnung).


 


“German Insolvency
Event” shall mean:


 


(a)       a
German Relevant Entity is unable or admits its inability to pay its debts as they fall due or is deemed to or declared to be unable
to pay its debts under applicable law, suspends or threatens to suspend making payments on any of its debts or, by reason of actual
or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any
of its indebtedness, including a stoppage of payment situation (Zahlungsunfähigkeit), a status of over-indebtedness
(Überschuldung) or actual insolvency proceedings;


 


(b)       a
moratorium is declared in respect of any indebtedness of a German Relevant Entity;


 


(c)       (i)
such German Relevant Entity is otherwise in a situation to file for insolvency because of any of the reasons set out in Sections
17 to 19 of the German Insolvency Code and (ii) a petition for insolvency proceedings in respect of its assets (Antrag auf
Eröffnungeines Insolvenzverfahrens) has been filed based on Sections 17 to 19 of the German Insolvency Code (Insolvenzordnung)
or actions are taken pursuant to section 21 German Insolvency Code (Insolvenzordnung) by a competent court; or


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


(d)       any
procedure or step analogous to the foregoing taken in any jurisdiction in respect of a German Relevant Entity;


 


provided that, this definition
shall not apply to any insolvency petition which is frivolous or vexatious and is discharged, stayed or dismissed within 60 days
of notice thereof to any German Relevant Entity becoming aware of the same; provided that each Credit Party hereby expressly
authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period to preserve,
protect and defend their rights under the Credit Documents.


 


“German
Relevant Entity” shall mean each Person, including without limitation any Lender, any Credit Party and any Subsidiary
thereof, capable of becoming subject of insolvency proceedings under the German Insolvency Code (Insolvenzordnung).


 


“German
Security Documents” shall mean (i) the Share Pledge Agreement dated as of the Closing Date between Artilium UK, as
pledgor, Interactive, as company and the German Security Trustee as pledgee and German security agent and the Lenders as pledgees,
(ii) [reserved], (iii) the Global Assignment Agreement dated as of the Closing Date between Interactive, as assignor and the German
Security Trustee, as assignee and German security agent, (vi) the Account Pledge Agreement dated as of the Closing Date between
Interactive, as pledgor, the German Security Trustee, as pledgee and German security agent and the Lenders, as pledgees, (v) the
IP Rights Transfer and Assignment Agreement dated as of the Closing Date between Interactive, as security provider and the German
Security Trustee, as security trustee and German security agent, as the same may be amended, restated, supplemented or otherwise
modified from time to time, and each other instrument or document executed and delivered pursuant to Sections 8.10, 8.11,
8.13 or 8.17 or pursuant to any of the Security Documents to guarantee or secure any of the Obligations governed by
German law.


 


“German Security Trustee”
has the meaning assigned to such term in Section 11.13.


 


“Governmental
Authority” shall mean the government of the United States, any foreign country or any multinational or
supranational authority, or any state, commonwealth, protectorate or political subdivision thereof, and any entity, body or
authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to
government, including, without limitation, the PBGC and other administrative bodies, self- regulatory organizations including
registered national stock exchanges, or quasi-governmental entities established to perform the functions of any such agency
or authority.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Guarantee
Obligations” shall mean, as to any Person, any Contingent Liability of such Person or other obligation of such Person
guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness
or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment
of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain
the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of
assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise
to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided that the term “Guarantee
Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business
and consistent with past practice or customary and reasonable indemnity obligations in effect on the Closing Date, entered into
in connection with any acquisition or disposition of assets permitted under this Agreement (other than with respect to Indebtedness).
The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness
in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability
in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith and reasonable
business judgment.


 


“Guarantor Obligations”
shall have the meaning set forth in Section 6.01(a).


 


“Guarantors”
shall mean (a) Pareteum Europe, (b) Pareteum North America, (c) iPass, (d)iPass IP Sub, (e) Artilium UK, (f) Artilium Netherlands,
(g) Artilium Belgium, (h) Interactive, (i) United Telecom, (j) each other direct or indirect Subsidiary of Borrower (other than
any Immaterial Subsidiary), and (k) any other Person that provides a guarantee for the payment and performance of the Obligations
pursuant to an agreement reasonably acceptable to the Administrative Agent after the Closing Date pursuant to Section 8.10.


 


“Guaranty”
means the guaranty set forth in Section 6.01 and any other guaranty agreement, in form and substance satisfactory to Administrative
Agent, pursuant to which a Subsidiary or any other Person guarantees payment and performance of all Obligations of the Borrower
and of the other Guarantors.


 


“Hazardous
Materials” shall mean (a) any petroleum or petroleum products, radioactive materials, friable asbestos, urea formaldehyde
foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls,
and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “waste”, “recycled
materials”, “sludge”, “hazardous substances”, “hazardous waste”, “hazardous materials”,
“extremely hazardous waste”, “restricted hazardous waste”, “toxic substances”, “toxic
pollutants”, “contaminants”, or “pollutants”, or words of similar import, under any applicable Environmental
Law; and (c) any other chemical, waste, recycled material, material or substance, which is prohibited, limited or regulated by
any Environmental Law.


 


“Hedging
Agreement” shall mean (a) any and all agreements or documents not entered into for speculative purposes that provide
for an interest rate, credit, commodity or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap,
cross currency rate swap, currency option, or any combination of, or option with respect to, these or similar transactions, for
the purpose of hedging exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations
or commodity prices, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with
any related schedules, a “Master Agreement”), including any such obligations or liabilities under any
Master Agreement.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Hedging
Obligations” shall mean, with respect to any Person, the obligations of such Person under Hedging Agreements.


 


“Historical
Financial Statements” shall mean (a) the audited consolidated balance sheet of the Borrower and its Subsidiaries
as of December 31, 2016 and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for
the fiscal year then ended; (b) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31,
2017 and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year
then ended; and (c) the reviewed consolidated balance sheets of the Borrower and its Subsidiaries as of the last day of the nine-month
period ended September 30, 2018, together with the related consolidated statements of income and cash flows for such period.


 


“Immaterial
Subsidiary” means, as of any date, any Subsidiary of Borrower that (a) individually has total assets not exceeding
5% of consolidated total assets of Borrower and its Subsidiaries as of such date and (ii) has total revenues for the most recent
12-month period not exceeding 5% of consolidated total revenues of Borrower and its Subsidiaries for the same period; and (b) taken
together with all other Immaterial Subsidiaries of Borrower, (i) has total assets not exceeding 10% of consolidated total assets
of Borrower and its Subsidiaries as of such date and (ii) has total revenues for the most recent 12-month period not exceeding
10% of consolidated total revenues of Borrower and its Subsidiaries for the same period.


 


“Indebtedness”
shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness
or liabilities in accordance with GAAP:


 


(a)       all
indebtedness of such Person for borrowed money and all indebtedness of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


 


(b)       the
maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) of all letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments
issued or created by or for the account of such Person;


 


 (c)       net Hedging Obligations of such Person;




 


(d)       all
obligations of such Person to pay the deferred purchase price of property or services, but excluding trade accounts payable in
the ordinary course of business (which are not overdue for a period of more than ninety (90) days past the applicable due date
thereof;


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


(e)       indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development
bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;


 


 (f)       all Attributable Indebtedness;




 


(g)       all
obligations of such Person with respect to the redemption, repayment or other repurchase or payment in respect of any Disqualified
Capital Stock; and


 


(h)       all
Guarantee Obligations of such Person in respect of any of the foregoing;


 


provided, that Indebtedness
shall not include (i) prepaid or deferred revenue arising in the ordinary course of business on customary terms, (ii) purchase
price holdbacks arising in the ordinary course of business and on customary terms in respect of a portion of the purchase price
of an asset to satisfy warranties or other unperformed obligations of the seller of such asset, (iii) endorsements of checks or
drafts arising in the ordinary course of business and consistent with past practice, and (iv) preferred Capital Stock to the extent
not constituting Disqualified Capital Stock.


 


For all purposes
hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture
that is itself a corporation or another entity not disregarded for tax purposes) in which such Person is a general partner or a
joint venture (whether partner or member), except to the extent the terms of such Indebtedness provide that such Person is not
liable therefor. The amount of any net Hedging Obligations on any date shall be deemed to be the Swap Termination Value thereof
as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser
of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property encumbered thereby as determined
by such Person in good faith and reasonable business judgment.


 


“Indemnified Liabilities”
shall have the meaning set forth in Section 12.05.


 


“Indemnified
Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on
account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a),
Other Taxes.


 


“Insolvency
Event” shall mean, with respect to any Person, including without limitation any Lender, such Person or such Person’s
direct or indirect parent company (a) becomes the subject of a bankruptcy, insolvency or examinership proceeding (including any
proceeding under Title 11 of the United States Code), regulatory restrictions or Netherlands Insolvency Event, (b) has had a receiver,
examiner, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with
the reorganization or liquidation of its business appointed for it or has called a meeting of its creditors, (c) admits in writing
its inability, or be generally unable, to pay its debts as they become due or cease material operations of its present business,
(d) with respect to a Lender, such Lender is unable to perform hereunder due to the application of Applicable Law, (e) with respect
to a German Relevant Entity, a German Insolvency Event occurs in respect of such German Relevant Entity or (f) in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or
acquiescence in, any such proceeding or appointment of a type described in clauses (a) or (b), provided that an Insolvency Event
shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person or such
Person’s direct or indirect parent company by a Governmental Authority or instrumentality thereof if, and only if, such ownership
interest does not result in or provide such Person with immunity from the jurisdiction of courts within the United States or from
the enforcement of judgments or writs of attachment on its assets or permit such Person (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Insolvency
Regulation” shall mean the Council Regulation (EC) No. 848/2015 of 20 May 2015 on Insolvency Proceedings.


 


“Interactive”
shall mean interactive digital media GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH),
incorporated under the laws of the Federal Republic of Germany, with registered seat in Lübeck, registered under file no.
HRB 9738 HL with the Commercial Register (Handelsregister) located with the local court (Amtsgericht) of Lübeck.


 


“Interest Payment
Date” shall have the meaning set forth in Section 2.09(b).


 


“Interest Period”
shall mean, with respect to any Loan, an interest period commencing (a) with respect to the first Interest Period for such Loan
(i) initially on the Closing Date (with respect to those Loans funded on the Closing Date) and ending on the next succeeding Interest
Payment Date, or (ii) initially on the Funding Date for such Loan (with respect to those Loans funded after the Closing Date, if
any) and ending on the next succeeding Interest Payment Date; and (b) thereafter on each Interest Payment Date and ending on the
next succeeding Interest Payment Date.


 


“Investment”
shall mean, relative to any Person, (a) any loan, advance or extension of credit made by such Person to any other Person, including
the purchase by such first Person of any bonds, notes, debentures or other debt securities of any such other Person; (b) the incurrence
of Contingent Liabilities for the benefit of any other Person; and (c) acquisition of any Capital Stock or other investment held
by such Person in any other Person. The amount of any Investment at any time shall be the original principal or capital amount
thereof less all returns of principal or equity thereon made on or before such time and shall, if made by the transfer or exchange
of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value
of such property at the time of such Investment.


 


“iPass”
shall mean iPass Inc., a Delaware corporation.


 


“iPass
Acquisition” shall mean that certain acquisition by the Borrower of the Capital Stock of iPass pursuant to that certain
Agreement and Plan of Merger dated November 12, 2018 by and among the Borrower, TBR and iPass.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“iPass IP Sub”
shall mean iPass IP LLC, a Delaware limited liability company.


 


“iPass-TBR
Merger” shall mean the merger of TBR with and into iPass pursuant to Section 251(h) of the Delaware General Corporate
Law.


 


“IP Rights”
shall have the meaning set forth in Section 7.13.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“Key Contract”
shall mean the [***]Agreement.


 


“Lender”
shall have the meaning set forth in the preamble to this Agreement.


 


“Lender
Shares” shall mean, collectively, the Closing Date Lender Shares and the Additional Lender Shares.


 


“Lien”
shall mean any mortgage, pledge, security interest, hypothecation, assignment for collateral purposes, lien (statutory or other)
or similar encumbrance, and any easement, right-of- way, license, restriction (including zoning restrictions), defect, exception
or irregularity in title or similar charge or encumbrance (including any agreement to give any of the foregoing, any conditional
sale or other title retention agreement or any lease in the nature thereof); provided that in no event shall an operating
lease entered into in the ordinary course of business and on customary terms or any precautionary UCC filings made pursuant thereto
by an applicable lessor or lessee, be deemed to be a Lien.


 


“Liquidity”
shall mean the sum, for the Credit Parties, of unrestricted cash and Cash Equivalents, in each case, which is held in deposit accounts
which are subject to Control Agreements.


 


“Loan”
shall have the meaning set forth in Section 2.01.


 


“Management Notification”
shall have the meaning set forth in Section 6.09(c)(ii).


 


“Master Agreement”
shall have the meaning set forth in the definition of the term “Hedging Agreement”.


 


“Material
Adverse Effect” shall mean a material adverse effect on (a) the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise), results of operations or performance of (i) the Borrower, (ii) the Credit Parties
taken as a whole or (iii) the Borrower and its Subsidiaries taken as a whole, (b) the validity or enforceability of this Agreement
or any of the other Credit Documents (it being agreed that documents described in clause (b) of the definition of “Credit
Documents” shall be taken as a whole), (c) the ability of any Credit Party to perform its obligations under any Credit Document
(it being agreed that documents described in clause (b) of the definition of “Credit Documents” shall be taken as a
whole) to which it is a party, (d) the rights or remedies of the Secured Parties or the Lenders hereunder or thereunder, (e) the
priority of any Liens granted to Collateral Agent in or to any Collateral (other than as a result of voluntary and intentional
discharge of the Lien by the Collateral Agent), or (f) the rights or benefits of any Credit Party under the [***]Agreement.


 




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“Material
Contracts” shall mean and include: (i) any agreement evidencing, securing or pertaining to any Funded Debt, or any
guaranty thereof, in a principal amount exceeding $500,000, (ii) any real property lease where annual rent exceeds $500,000, (iii)
any operating lease where annual rentals exceed $500,000, (iv) the [***] Agreement, (v) any other agreement with any Material Customer
which involves aggregate consideration payable to or by such Material Customer of $500,000 or more, (vi) any agreement (other than
the agreements set forth in the foregoing clauses (i) through (v)) which involves aggregate consideration payable to or by such
Person or such Subsidiary of $500,000 or more and (vii) any other agreement the termination of which (without contemporaneous replacement
of substantially equivalent value) could reasonably be expected to have a Material Adverse Effect.


 


“Material Customer”
shall have the meaning set forth in Section 7.27.


 


“Maturity Date”
shall mean February 26, 2022.


 


“Minimum
Return” shall mean the ratio equal to (a) the aggregate amount, without duplication, of all principal, interest,
fees and other amounts paid in cash by the Credit Parties to the Lenders hereunder; divided by (b) the aggregate
amount of Loans disbursed by the Lenders hereunder net of any original issue discount; provided, however, the foregoing
clause (a) shall not include any fees paid directly to the Administrative Agent for its own account including, without limitation,
those fees paid pursuant to Section 3.01(a) hereunder; and provided, further, that (i) the amount of any Paid
in Kind Interest elected to be paid by the Borrower in accordance with the terms hereunder (x) shall be added to the amount described
in the foregoing clause (a) on the date such election is made (but no further addition to clause (a) shall be made at such time
that the Borrower repays the capitalized principal amount relating to such Paid in Kind Interest), and (y) shall not be included
for purposes of clause (b) hereunder; and (ii) any Capital Stock received by the Lenders in connection with the equity grants contemplated
by Sections 5.01(r) and 5.02(g) shall not be included for purposes of clause (b) hereunder.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. or any successor by merger or consolidation to its business.


 


“Mortgage”
shall mean each mortgage, deed of trust, or deed to secure debt, trust deed or other security document granted by any applicable
Credit Party to the Collateral Agent for the benefit of the Secured Parties in respect of any Real Property owned or leased by
such Credit Party, in such form as agreed between such Credit Party and the Collateral Agent.


 


“Multiemployer
Plan” shall mean any multiemployer plan, as defined in Section 4001(a)(3) of ERISA, which is contributed to by (or
to which there is or may be an obligation to contribute of) any Credit Party, any Subsidiary of any Credit Party or any ERISA Affiliate,
and each such plan for the five-year period immediately following the latest date on which any Credit Party, any Subsidiary of
any Credit Party or any ERISA Affiliate contributed to or had an obligation to contribute to such plan.


 




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“Net
Assets (Belgian)” (actif net/netto actief) has the meaning given to it in article 617 of the Belgian Companies
Code, and, in the event of a dispute on the amount thereof, a certificate of such amount from the statutory auditors of such Belgian
Guarantor (or, if none, an independent form of accountants of international reputation) shall be conclusive, save in the case of
manifest error.


 


“Net Assets (German)”
shall have the meaning set forth in Section 6.09(c)(i).


 


“Net
Casualty Proceeds” shall mean, with respect to any Casualty Event, the amount of any insurance proceeds or condemnation
awards received by any Credit Party or any of its Subsidiaries in connection with such Casualty Event (net of (i) the amount of
any reserves to be maintained in connection with the Casualty Event, to the extent such reserve is maintained in accordance with
GAAP, and (ii) all reasonable and customary collection expenses thereof (including, without limitation, any legal or other professional
fees) (except with respect to any expenses paid to an Affiliate of such Person)), but excluding any proceeds or awards required
to be paid to a creditor (other than the Lenders) which holds a Lien permitted by Section 9.02(c) on the property which
is the subject of such Casualty Event, and less any Taxes payable by such Person on account of such insurance proceeds or condemnation
award, actually paid, assessed or estimated by such Person (in good faith) to be payable within the next 12 months in cash in connection
with such Casualty Event, in each case to the extent, but only to the extent, that the amounts are properly attributable to such
transaction; provided that if, after the expiration of such 12-month period, the amount of such estimated or assessed Taxes,
if any, exceeded the Taxes actually paid in cash in respect of proceeds from such Casualty Event, the aggregate amount of such
excess shall constitute Net Casualty Proceeds under Section 4.02(a)(iii) and be immediately applied to the prepayment of
the Obligations pursuant to Section 4.02(c).


 


“Net
Debt Proceeds” shall mean, with respect to the sale or issuance by any Credit Party or any of its Subsidiaries of
any Indebtedness (other than Indebtedness permitted by Section 9.01), the excess of: (a) the gross cash proceeds received by the
issuer of such Indebtedness from such sale or issuance, over (b) all reasonable and customary underwriting commissions and
legal, investment banking, underwriting, brokerage, accounting and other professional fees, sales commissions and disbursements
and all other reasonable fees, expenses and charges, in each case actually incurred and paid in connection with such sale or issuance
other than such amounts that have been paid to any Affiliate of such Person.


 


“Net
Disposition Proceeds” shall mean, with respect to any Disposition by any Credit Party or any of its Subsidiaries,
the excess of: (a) the gross cash proceeds received by such Person from such Disposition, over (b) the sum of: (i) all reasonable
and customary legal, investment banking, underwriting, brokerage and accounting and other professional fees, sales commissions
and disbursements and all other reasonable fees, expenses and charges, in each case actually incurred and paid in connection with
such Disposition other than such amounts that have been paid to any Affiliate of such Person, (ii) all Taxes payable by such Person
on account of proceeds from such Disposition, actually paid, assessed or estimated by such Person (in good faith) to be payable
in cash within the next 12 months in connection with such proceeds, in each case to the extent, but only to the extent, that the
amounts so are properly attributable to such transaction, and (iii) the amount of any reserves to be maintained in connection with
such Disposition, to the extent such reserve is maintained in accordance with GAAP; provided that if, after the expiration
of the 12-month period referred to in clause (b)(ii) above, the amount of estimated or assessed Taxes, if any, pursuant to clause
(b)(ii) above exceeded the Taxes actually paid in cash in respect of proceeds from such Disposition, the aggregate amount of such
excess shall constitute Net Disposition Proceeds under Section 4.02(a)(ii) and be immediately applied to the prepayment
of the Obligations pursuant to Section 4.02(c).


 




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“Net
Equity Proceeds” shall mean, with respect to the sale, issuance or exercise after the Closing Date by any Credit
Party or any of its Subsidiaries of any Capital Stock or any capital contribution by any Person to any such Credit Party or Subsidiary,
the excess of: (a) the gross cash proceeds received by such Credit Party or Subsidiary from such sale, issuance or exercise, over
(b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage, accounting and other professional
fees, sales commissions and disbursements actually incurred and paid in connection with such sale or issuance other than such amounts
with have been paid to any Affiliate of such Person.


 


“Netherlands
Insolvency Event” means, with respect to any Netherlands Subsidiary, any bankruptcy (faillissement), suspension
of payments (surseance van betaling), provisional suspension of payments (voorlopige surseance van betaling), administration
(onderbewindstelling), dissolution (ontbinding), filing of a notice under Section 36 of the Tax Collection Act of
the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering
Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990)
and any other event whereby the relevant company is limited in the right to dispose of its assets.


 


“Netherlands
Security Documents” shall mean (i) the Netherlands Pledge Agreement between the Netherlands Subsidiaries as pledgors
and the Collateral Agent as pledgee and (ii) the deed of pledge over shares in the capital of each Netherlands Subsidiary between
the Borrower, Pareteum Europe and Artilium UK as respective pledgors and the Collateral Agent as pledgee, in each case, dated as
of the Closing Date, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Netherlands
Subsidiaries” shall mean, collectively, Pareteum Europe, Elephant Talk Mobile Services B.V., Elephant Talk Communications
Premium Rate Services Netherlands B.V. and Artilium Netherlands, and


 


“Netherlands
Subsidiary” shall mean any of the Netherlands Subsidiaries, individually.


 


“Non-Defaulting
Lender” shall mean, at any time, any Lender holding a Commitment which is not a Defaulting Lender.


 


“Note”
shall mean a promissory note (or amended and restated promissory note) substantially in the form of Exhibit C.


 


“Notice of Control”
shall have the meaning set forth in Section 8.15(b).


 


“Obligations”
shall mean (a) with respect to the Borrower, all obligations (monetary or otherwise, whether absolute or contingent, matured or
unmatured) of the Borrower arising under or in connection with any Credit Document, including all original issue discount, fees
and premiums payable under any Credit Document, the principal of and interest (including interest accruing during the pendency
of any proceeding of the type described in Section 10.01(i), whether or not allowed in such proceeding) on the Loans, all
indemnification obligations and all obligations to pay or reimburse any Secured Party for paying any costs or expenses under any
Credit Document, or (b) with respect to each Credit Party other than the Borrower, all obligations (monetary or otherwise, whether
absolute or contingent, matured or unmatured) of such Credit Party arising under or in connection with any Credit Document, all
indemnification obligations and all obligations to pay or reimburse any Secured Party for paying any costs or expenses under any
Credit Document.


 




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“Organization
Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the
bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any
limited liability company, the certificate or articles of formation or organization and operating agreement (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); and (c)with respect to a Netherlands Subsidiary, the deed
of incorporation (akte van oprichting), the articles of association (statuten) currently in force, an up to date
shareholders register (aandeelhoudersregister) and any regulations and/or rules (reglementen en/of andere regels)
adopted by any of such Netherlands Subsidiary's corporate bodies and (d) with respect to any partnership, joint venture, trust
or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and,
if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization
with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate
or articles of formation or organization of such entity.


 


“Other
Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection
between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan
or Credit Document).


 


“Other
Taxes” shall mean all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Credit Document, except any such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 12.06).


 


“Paid
in Kind Interest” shall mean interest payable in kind at a maximum percentage per annum equal to (a) through and
including the first anniversary of the Closing Date, three percent (3.00%); (b) after the first anniversary of the Closing Date
through and including the second anniversary of the Closing Date, two percent (2.00%); and (c) after the second anniversary of
the Closing Date, one percent (1.00%).


 


“Parallel Debt”
shall have the meaning set forth in Section 8.19.


 




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“Pareteum
Europe” shall mean Pareteum Europe B.V., a besloten vennootschap met beperkte aansprakelijkheid organized
under the laws of the Netherlands.


 


“Pareteum
Europe Capital One Account” shall mean that certain deposit account of Pareteum Europe maintained with Capital One,
National Association having an account number ending in 6026.


 


“Pareteum
North America” shall mean Pareteum North America Corp., a Delaware corporation.


 


“Participant”
shall have the meaning set forth in Section 12.06(b)(i).


 


“Participant Register”
shall have the meaning set forth in Section 12.06(b)(iii).


 


“Patent
Security Agreements” shall mean any patent security agreements entered into by a Credit Party in favor of Collateral
Agent (as required by the Agreement or any other Credit Document), in each case, as the same may be amended, restated, supplemented
or otherwise modified from time to time.


 


“Patriot Act”
shall have the meaning set forth in Section 12.19.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.


 


“Permits”
shall mean, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant,
franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether
or not having the force of law and applicable to or binding upon such Person or any of its property or operations or to which such
Person or any of its property or operations is subject.


 


“Permitted
Acquisition” shall mean an acquisition by any Credit Party of all of the Capital Stock of any Person or all or substantially
all of the assets of any Person (or a division thereof) that satisfies each of the following conditions:


 


(i)       immediately
before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;


 


(ii)       such
acquisition and all transactions related thereto shall be consummated in accordance with all Applicable Laws in all material respects;


 


(iii)       if
such acquisition involves the purchase of Capital Stock, no less than one hundred percent (100%) thereof on a fully-diluted basis
shall be acquired, directly or indirectly, less the amount of any rollover shares for equity owners or management of the Persons
acquired, and the Person acquired shall be located or organized in the United States, the Netherlands, Belgium, Germany or England;


 


(iv)       the
Borrower shall have furnished to the Administrative Agent a certificate of the chief financial officer of the Borrower,
demonstrating on a pro forma basis that, after giving effect to such acquisition, the Credit Parties are in compliance with
the Financial Performance Covenants (and, during the continuation of a Consolidated Revenue Testing Period, the covenant set
forth in Section 9.13(f) hereof);


 




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(v)       (A)
with the exception of the [***]Acquisition, the purchase price for each such acquisition shall not exceed $250,000 and,
when aggregated with the purchase price of all other acquisitions consummated after the Closing Date, shall not exceed $1,000,000;
and (B) the purchase price for the [***]Acquisition shall not exceed [***] (in each case of the foregoing clauses
(A) and (B), which such purchase price shall include any and all Indebtedness assumed and any and all contingent liabilities, including
any purchase price obligations, seller notes or earn-outs, incurred in connection with all acquisitions, the amount of which shall
be determined in accordance with GAAP, but excluding the amount of any roll-over equity or equity issued to sellers);


 


(vi)      such
acquisition is of a business or entity which is engaged in the business activities described on Schedule 9.12 and business
activities incidental or reasonably related thereto;


 


(vii)      all
or substantially all of the assets acquired in connection with any acquisition shall be located within the United States or the
Netherlands and shall be held by a Credit Party after giving effect to such acquisition;


 


(viii)     the
Borrower shall have (A) notified the Administrative Agent of such proposed Acquisition at least thirty (30) days prior to the consummation
thereof, (B) furnished to the Administrative Agent at least fifteen (15) days prior to the consummation thereof (1) an executed
term sheet and/or letter of intent (setting forth in reasonable detail the terms and conditions of such acquisition) and at the
request of the Administrative Agent, furnish the Administrative Agent with such other information and documents that the Administrative
Agent may reasonably request, including, without limitation, drafts of the respective agreements, documents or instruments pursuant
to which such acquisition is to be consummated (including, without limitation, any related management, non-compete, employment,
option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary
agreements, instruments and documents to be executed or delivered in connection therewith (with executed counterparts of such documents
to be furnished promptly when available) and (2) pro forma financial statements of Borrower and its Subsidiaries after giving effect
to the consummation of such acquisition; (C) furnished to the Administrative Agent at least five (5) Business Days prior to the
consummation thereof (or such shorter period as may be agreed to by the Administrative Agent), drafts of the purchase documents
and related schedules and exhibits and (D) furnished to the Administrative Agent prior to the consummation thereof, executed copies
of such purchase documents and related schedules and exhibits thereto, each in form and substance reasonably acceptable to the
Administrative Agent.


 


(ix)       Borrower
and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required
by Sections 8.10 and 8.11; and


 




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(x)       Borrower
shall have delivered a certification to the Administrative Agent that all conditions contained in the definition of Permitted Acquisition
have been satisfied or will be satisfied as of the consummation of the applicable Permitted Acquisition.


 


“Permitted Liens”
shall have the meaning set forth in Section 9.02.


 


“Person”
shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other
enterprise or any Governmental Authority.


 


“PIK
Election Notice” means a written request by the Borrower in the form of Exhibit E attached hereto.


 


“Plan”
shall mean any Multiemployer Plan or any “employee benefit plan,” as defined in Section 3 of ERISA subject to Title
IV of ERISA, Section 412 of the Code or Sections 302 or 303 of ERISA, sponsored, maintained or contributed to by any Credit Party,
Subsidiary of a Credit Party or any ERISA Affiliate (or to which any Credit Party, Subsidiary of a Credit Party or any ERISA Affiliate
has or may have an obligation to contribute or to make payments), and each such plan for the five-year period immediately following
the latest date on which any Credit Party, Subsidiary of a Credit Party or any ERISA Affiliate maintained, contributed to or had
an obligation to contribute to (or is deemed under Sections 4069 or 4212(c) of ERISA to have maintained or contributed to or to
have had an obligation to contribute to, or otherwise to have liability with respect to) such plan.


 


“Post Road”
shall have the meaning set forth in the preamble to this Agreement.


 


“Prime
Rate” shall mean the prime rate as published by The Wall Street Journal for such day. The Prime Rate is a reference
rate and does not necessarily represent the lowest or best rate actually charged to any customer; each change in the Prime Rate
shall be effective from and including the date such change is identified and published as being effective.


 


“Public Lender”
shall have the meaning set forth in Section 12.25.


 


“Qualified Capital
Stock” shall mean any Capital Stock that is not Disqualified Capital Stock.


 


“Real
Property” shall mean, with respect to any Person, all right, title and interest of such Person (including,
without limitation, any leasehold estate) in and to a parcel of real property owned, leased or operated by such Person
together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other
property and rights incidental to the ownership, lease or operation thereof.


 


“Recipient”
shall mean (a) the Administrative Agent and (b) any Lender.


 


“Refinancing
Indebtedness” shall mean refinancings, renewals, or extensions of Indebtedness so long as:


 


(a)       such
refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so
refinanced, renewed, or extended, other than by the amount of premiums and compounded interest paid thereon and the
reasonable and customary fees and expenses incurred in connection therewith and by the amount of unfunded commitments with
respect thereto,


 




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(b)       such
refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity (measured as of the refinancing,
renewal, or extension) of the Indebtedness so refinanced, renewed, or extended,


 


(c)       if
the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms
and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable
to the Lenders as those that were applicable to the refinanced, renewed, or extended Indebtedness, and


 


(d)       the
Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended.


 


“Register”
shall have the meaning set forth in Section 12.06(a)(iv).


 


“Regulation
D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof
establishing reserve requirements.


 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof
establishing margin requirements.


 


“Regulation
X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof
establishing margin requirements.


 


“Related
Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers,
employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct
or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract
or otherwise.


 


“Release”
shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping,
depositing, disposing, emanating or migrating of Hazardous Materials in the environment.


 


“Replacement Lender”
shall have the meaning set forth in Section 2.12(f).


 


“Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan that is subject to Title
IV of ERISA other than those events as to which the 30 day notice period is waived under subsection .22, .23, .25, .27 or .28
of PBGC Regulation Section 4043.


 




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“Required
Lenders” shall mean, at any time when there is more than one Lender which is not a Defaulting Lender, at least two
Lenders which are not Defaulting Lenders having Loans and unused Commitments representing at least 51% of the sum of the aggregate
Loans and unused Commitments at such time, or at any time when there is only one Lender which is not a Defaulting Lender, such
Lender.


 


“Restricted
Payment” shall mean, with respect to any Person, (a) the declaration or payment of any dividend on, or the making
of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for the purchase, redemption,
defeasance, retirement or other acquisition of, any class of Capital Stock of such Person or any warrants or options to purchase
any such Capital Stock, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, (b) any payment of a management fee (or other fee of a similar nature) by
such Person to any holder of its Capital Stock or any Affiliate thereof and (c) the payment or prepayment of principal of, or premium
or interest on any Indebtedness subordinate to the Obligations.


 


“RMR”
shall mean, for any month, the aggregate amount equal to the contracted monthly recurring revenues of the Consolidated Companies
during such month.


 


“S&P”
shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.


 


“Sanction(s)”
means any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations
Security Council, the European Union, the Netherlands, Her Majesty’s Treasury (“HMT”) or other relevant sanctions
authority.


 


“SEC”
means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


 


“Secured
Parties” shall mean, collectively, (a) the Lenders, (b) the Agents, (c) the beneficiaries of each indemnification
obligation undertaken by any Credit Party under the Credit Documents, (d) any successors, indorsees, transferees and assigns of
each of the foregoing to the extent any such transfer or assign is permitted by the terms of this Agreement and (e) any other holder
of any Secured Obligation (as defined in any applicable Security Document).


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Security
Documents” shall mean, collectively, the U.S. Security Agreement, the Collateral Access Agreements, the Control Agreements,
the Patent Security Agreements, the Trademark Security Agreements, the Copyright Security Agreements, the [***]Consent and Acknowledgment,
the [***]Consent and Acknowledgment, each Mortgage, the UK Security Documents, the Netherlands Security Documents, the German Security
Documents, the Belgian Security Documents and each other instrument or document executed and delivered pursuant to Sections 8.10,
8.11, 8.13 or 8.17 or pursuant to any of the Security Documents to guarantee or secure any of the Obligations.


 




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“Servicer”
shall mean Cortland Capital Market Services LLC, any of its affiliates, or any successor to such Person.


 


“Solvency
Certificate” shall mean a solvency certificate, duly executed and delivered by the chief financial officer of the
Borrower to Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent.


 


“Solvent”
shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including Contingent Liabilities)
does not exceed the present fair saleable value of such Person’s present assets (which, for this purpose, shall include,
without limitation, rights of contribution in respect of obligations for which such Person has provided a guarantee), (b) such
Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has
not incurred and does not intend to incur debts including current obligations beyond its ability to generally pay such debts as
they become due (whether at maturity or otherwise), and (d) such Person is “solvent” within the meaning given that
term and similar terms under Applicable Laws relating to fraudulent transfers and conveyances. For purposes of this definition,
the amount of any Contingent Liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective
of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 


“Statutory
Reserve Rate” shall mean, for any day as applied to any Loan, a fraction (expressed as a decimal), the numerator
of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages
that are in effect on that day (including any marginal, special, emergency or supplemental reserves), expressed as a decimal, as
prescribed by the Board and to which the Administrative Agent is subject, for Eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D). Such reserve percentages shall include those imposed pursuant to such Regulation D. Loans
shall be deemed to constitute Eurocurrency funding and to be subject to such reserve requirements without benefit of or credit
for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D or any comparable
regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.


 


“Subsidiary”
of any Person shall mean and include (a) any corporation more than 50% of whose Voting Stock having by the terms thereof power
to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes
of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by
such Person directly or indirectly through Subsidiaries and (b) any partnership, limited liability company, association, joint
venture or other entity in which such Person directly or indirectly through one or more Subsidiaries has more than (i) a 50% equity
interest measured by either vote or value at the time or (ii) a 50% general partnership interest at the time. Unless otherwise
expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of the Borrower.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Swap
Obligation” means with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a "swap" within the meaning of Section 1a(47) of the Commodity Exchange Act.


 


“Swap
Termination Value” shall mean, in respect of any one or more Hedging Agreements, after taking into account the effect
of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging
Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging
Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer
in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).


 


“Taxes”
or “taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.


 


“TBR”
shall mean TBR, Inc., a Delaware corporation.


 


“Termination
Date” shall mean the date on which the Loans and the other Obligations (other than Unasserted Contingent Obligations)
shall have been paid in full in cash in accordance with the terms of this Agreement.


 


“Total
Credit Exposure” shall mean, as of any date of determination (a) with respect to each Lender, (i) prior to the termination
of the Commitments, the sum of such Lender’s Commitment plus the outstanding principal amount of such Lender’s Loans
(including, for the avoidance of doubt, any accrued and unpaid Paid in Kind Interest) or (ii) upon the termination of the Commitments,
the outstanding principal amount of such Lender’s Loans (including, for the avoidance of doubt, any accrued and unpaid Paid
in Kind Interest) and (b) with respect to all Lenders, (i) prior to the termination of the Commitments, the sum of all of the Lenders’
Commitments plus the aggregate outstanding principal amount of all Loans (including, for the avoidance of doubt, any accrued and
unpaid Paid in Kind Interest) and (ii) upon the termination of the Commitments, the aggregate outstanding principal amount of all
Loans (including, for the avoidance of doubt, any accrued and unpaid Paid in Kind Interest).


 


“Total
Leverage Ratio” shall mean, as of any date, the ratio of (a) Consolidated Total Debt of the Consolidated Companies
outstanding as of such date, to (b) Adjusted EBITDA of the Consolidated Companies for the period of four consecutive fiscal quarters
of Borrower most recently ended on or prior to such date; provided that for the purposes of computation of the foregoing
ratio for the period of twelve consecutive months ending: (A) June 30, 2018, Adjusted EBITDA shall equal Adjusted EBITDA for the
fiscal quarter ending on such date multiplied by four (4); (B) September 30, 2018, Adjusted EBITDA shall equal Adjusted EBITDA
for the two fiscal quarters ending on such date multiplied by two (2) and (C) December 31, 2018, Adjusted EBITDA shall equal Adjusted
EBITDA for the three fiscal quarters ending on such date multiplied by four-thirds (4/3).


 




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“Trademark
Security Agreements” shall mean the Trademark Security Agreements made in favor of Collateral Agent and Lenders by
each applicable Credit Party and any trademark security agreement entered into after the Closing Date (as required by the Agreement
or any other Credit Document), in each case, as the same may be amended, restated, supplemented or otherwise modified from time
to time.


 


“Transactions”
shall mean the funding of the Loans pursuant hereto and the use of the proceeds thereof and all other transactions contemplated
by or described in the Credit Documents.


 


“Transferred
Receivables” shall mean [***].


 


“Treasury
Regulations” means the United States Treasury regulations promulgated under the Code.


 


“U.S.”
and “United States” shall mean the United States of America.


 


“U.S.
Credit Parties” shall mean, collectively, Borrower, Pareteum North America and any other Guarantor that is a Domestic
Subsidiary and “U.S. Credit Party” shall mean any of the U.S. Credit Parties, individually.


 


“U.S.
Person” shall mean any person that is a “United States Person” as defined in Section 7701(a)(30) of the
Code.


 


“U.S.
Security Agreement” shall mean that certain Security Agreement dated as of the Closing Date, by and among the U.S.
Credit Parties, Borrower and the Collateral Agent for the benefit of the Secured Parties, as amended, restated, supplemented or
otherwise modified from time to time.


 


“U.S. Tax Compliance
Certificate” has the meaning specified in Section 4.04(f).


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the State of New York and any other applicable jurisdiction.


 


“UK
Debenture” shall mean the English law Debenture dated as of the Closing Date between Artilium UK and the Collateral
Agent, as may be amended, restated or otherwise modified from time to time.


 


“UK
Security Documents” shall mean, collectively, the UK Debenture and the UK Share Charge.


 


“UK
Share Charge” shall mean, the English law Share Charge dated as of the Closing Date between the Borrower and Artilium
UK, as may be amended, restated or otherwise modified from time to time.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Unasserted
Contingent Obligations” shall mean, at any time, Obligations for taxes, costs, indemnifications, reimbursements,
damages and other liabilities in respect of which no assertion of liability (whether oral or written) and no claim or demand for
payment or indemnification (whether oral or written) has been made.


 


“Unfunded
Current Liability” shall mean, with respect to any Plan the amount, if any, by which the value of the accumulated
plan benefits under the Plan, determined on a plan termination basis in accordance with actuarial assumptions at such time consistent
with those prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds the fair market value of all plan assets allocable
to such liabilities under Title IV of ERISA (excluding any accrued but unpaid contributions).


 


“United
Telecom” shall mean United Telecom NV, a Belgian company with its registered office at Wingepark 5B, 3110 Rotselaar,
Belgium, registration number 0446.133.484 (Commercial court of Leuven).


 


“United
Telecom Disposition” shall mean the Disposition by Artilium UK of United Telecom and its Subsidiaries.


 


“VAT"
means: value added tax within the meaning of Council Directive 2006/112/EC of 28 November 2006 on the common system of value added
tax or any legislation in a Member State implementing such Council Directive and any other tax of a similar nature.


 


“[***]”
shall mean [***].


 


“[***]
Agreement” shall mean the [***], together with all annexes, exhibits, schedules and supplements thereto, as the same
may be amended, extended, renewed, replaced, restated or otherwise modified from time to time in accordance with the terms of this
Agreement.


 


“[***]Consent
and Acknowledgment” shall mean the consent and acknowledgment among [***], Pareteum Europe and the Collateral Agent
dated on or about the date hereof (or such later date permitted by Section 8.17) pursuant to which [***]shall consent to
the grant by Pareteum Europe to Collateral Agent of a security interest in all of Pareteum Europe’s rights under the [***]Agreement
as security for the Obligations.


 


“[***]
Cure Period” shall mean the period (a) commencing on June 1, 2019 (unless the [***] Consent and Acknowledgement has
been delivered in accordance with Section 8.17prior to such date) and (b) continuing until such date that the [***]
Consent and Acknowledgement has been delivered in accordance with Section 8.17, as confirmed by the Administrative Agent
in writing.


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


“Voting
Stock” shall mean, with respect to any Person, shares of such Person’s Capital Stock having the right to vote
for the election of directors (or Persons acting in a comparable capacity) of such Person under ordinary circumstances.


 


“Withholding Agent”
shall mean any Credit Party and Administrative Agent.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-
down and conversion powers are described in the EU Bail-In Legislation Schedule.


 


“Yonder
Investment” shall mean that certain purchase by the Borrower of a convertible promissory note in the aggregate principal
amount of $2,000,000 issued by Yonder Media Mobile, Inc. pursuant to that certain Convertible Note Purchase Agreement dated as
of November 26, 2018.


 


SECTION 1.02    
Other Interpretive Provisions. With reference to this Agreement and each other Credit Document, unless otherwise specified
herein or in such other Credit Document:


 


(a)       The
meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.


 


(b)       The
words “herein”, “hereto”, “hereof” and “hereunder” and words of similar import
when used in any Credit Document shall refer to such Credit Document as a whole and not to any particular provision thereof.


 


(c)       Article,
Section, Exhibit and Schedule references are to the Credit Document in which such reference appears.


 


 (d)       The term “including” is by way of example and not limitation.




 


(e)       The
term “documents” includes any and all instruments, documents, agreements, certificates, notices, reports, financial
statements and other writings, however evidenced, whether in physical or electronic form.


 


(f)       In
the computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”; and the word
“through” means “to and including”.


 


(g)       Section
headings herein and in the other Credit Documents are included for convenience of reference only and shall not affect the interpretation
of this Agreement or any other Credit Document.


 


(h)       All
references in any Credit Document to the consent of or approval by any Agent or Lender shall be deemed to mean the consent of or
approval by such Agent or Lender in its sole discretion, except as otherwise expressly provided in the applicable Credit Document.


 




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(i)       Any
reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term,
shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation,
assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a
limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that
is a Subsidiary, Credit Party, joint venture or any other like term shall also constitute such a Person or entity).


 


SECTION 1.03    
Accounting Terms and Principles. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted
pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing
the Historical Financial Statements, except as otherwise specifically prescribed herein. No change in the accounting principles
used in the preparation of any financial statement hereafter adopted by Borrower or any of its Subsidiaries shall be given effect
for purposes of measuring compliance with any provision of Article IX, including Section 9.13, or otherwise in this
Agreement unless the Borrower, the Administrative Agent and the Required Lenders agree in writing to modify such provisions to
reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar
documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein
before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article IX
shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting
Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Credit Party or any Subsidiary
of any Credit Party at “fair value”. A breach of a financial covenant contained in Article IX shall be deemed
to have occurred as of any date of determination by the Administrative Agent or as of the last day of any specified measurement
period, regardless of when the financial statements reflecting such breach are delivered to any Agent. Anything in this Agreement
to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date or entered into
after the Closing Date) that is not (or would not be) required to be classified and accounted for as a capital lease on the balance
sheet of such Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of
(x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date.


 


SECTION 1.04    
Rounding. Any financial ratios required to be maintained or complied with by the Credit Parties pursuant to this Agreement
(or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing
the appropriate component by the other component, carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).


 




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[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



    

 


SECTION 1.05    
References to Agreements, Laws, etc. Unless otherwise expressly provided herein, (a) references to Organization Documents,
agreements (including this Agreement and each of the other Credit Documents) and other Contractual Obligations shall be deemed
to include all subsequent amendments, restatements, amendment and restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, amendment and restatements, extensions, supplements and other
modifications are permitted by any Credit Document; and (b) references to any Applicable Law shall include all statutory and regulatory
provisions consolidating, amending, replacing, supplementing or interpreting such Applicable Law.


 


SECTION 1.06    
Times of Day. Unless otherwise specified, all references herein to times of day shall be references to EST.


 


SECTION 1.07    
Timing of Payment of Performance. When the payment of any obligation or the performance of any covenant, duty or obligation
is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described
in the definition of Interest Period) or performance shall extend to the immediately succeeding Business Day. All payments required
hereunder shall be paid in immediately available funds unless otherwise expressly provided herein.


 


SECTION 1.08    
Corporate Terminology. Any reference to officers, shareholders, stock, shares, directors, boards of directors, corporate
authority, articles of incorporation, bylaws or any other such references to matters relating to a corporation made herein or in
any other Credit Document with respect to a Person that is not a corporation shall mean and be references to the comparable terms
used with respect to such Person.


 


SECTION 1.09    
Currency Matters. Principal, interest, fees and all other amounts payable under this Agreement and the other Credit Documents
to the Agents and the Lenders shall be payable in Dollars. Unless stated otherwise, all calculations, comparisons, measurements
or determinations under this Agreement shall be made in Dollars. For the purpose of such calculations, comparisons, measurements
or determinations, amounts or proceeds denominated in other currencies shall be converted to the Equivalent Amount in Dollars on
the date of calculation, comparison, measurement or determination. In particular, without limitation, for purposes of valuations
or computations under Article II, Article III, Article IV, Article VII, Article VIII, Article IX and Article X, unless expressly
provided otherwise, where a reference is made to a dollar amount, the amount is to be considered as the amount in Dollars and,
therefore, each other currency shall be converted into the Equivalent Amount thereof in Dollars.


 


ARTICLE II


Amount and Terms of Loans


 


SECTION 2.01    
Loan. Subject to and upon the terms and conditions herein set forth, each Lender having a Commitment shall, on the Closing
Date and on each Funding Date thereafter, severally (and not jointly), make a term loan to the Borrower (each such loan, a “Loan”)
which Loan (a) when aggregated with each other Loan made hereunder, shall be in an amount not to exceed the Aggregate Commitment
and (b) for each Lender, when aggregated with each other Loan made by such Lender hereunder, shall be in an amount not to exceed,
for each Lender, such Lender’s Commitment. Each Loan may be repaid or prepaid in accordance with the provisions hereof, but
once repaid or prepaid may not be reborrowed.


 




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SECTION 2.02    
Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Sections
2.10(a)(ii), 2.10(f) or 4.04(b) with respect to such Lender, it will, if requested by the Borrower, use reasonable
efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans affected by
such event; provided, that such designation is made on such terms that such Lender and its lending office suffer no economic, legal
or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section.
Nothing in this Section 2.02 shall affect or postpone any of the obligations of the Borrower or the right of any Lender
provided in Sections 2.10 or 4.04(b). The Borrower hereby agrees to pay all reasonable costs and expenses incurred
by any Lender in connection with any such designation or assignment.


 


SECTION 2.03    
Lender Branches. Each Lender may at its option, make any Loan by causing any domestic or foreign branch or Affiliate of
such Lender to make any Loan; provided that (i) any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan and (ii) in exercising such option, such Lender shall use its reasonable efforts to minimize any increased costs
to the Borrower resulting therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions
that it determines would result in increased costs for which it will not be compensated hereunder or that it determines would be
otherwise disadvantageous to it, and in the event of such request for costs for which compensation is provided under this Agreement,
the provisions of Section 2.09 shall apply).


 


SECTION 2.04 
   Reserved.


 


SECTION 2.05 
   Disbursement of Funds.


 


(a)       If
all the conditions set forth in Section 5.01 to the effectiveness of this Agreement are met prior to 3:00 p.m. EST on the
Closing Date, then, each Lender will make available its pro rata portion of the Loans to be made on the Closing Date in
the manner provided below no later than 3:00 p.m. EST on the Closing Date.


 


(b)       Each
Lender shall make available all amounts it is to fund to Borrower in immediately available funds to the Administrative Agent, and,
following receipt of all requested funds in an account designated by the Administrative Agent, the Administrative Agent will remit
such amounts, in immediately available funds and in Dollars to Borrower, by remitting the same to such Persons and such accounts
as may be designated by Borrower to the Administrative Agent in writing. The failure of any Lender to make available the amounts
it is to fund to Borrower hereunder or to make a payment required to be made by it under any Credit Document shall not relieve
any other Lender of its obligations under any Credit Document, but no Lender shall be responsible for the failure of any other
Lender to make any payment required to be made by such other Lender under any Credit Document.


 


(c)       Nothing
in this Section 2.05 shall be deemed to relieve any Lender from its obligation to fulfill its commitments and
obligations hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by
such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender
to fulfill its commitments and obligations hereunder)


 




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SECTION 2.06    Payment of
Loans; Evidence of Debt.


 


(a)       The
Borrower agrees to pay to the Administrative Agent, for the benefit of the Lenders, all outstanding principal and interest due
on the Loans on the Maturity Date or upon such earlier date on which the Obligations are accelerated pursuant to the terms of this
Agreement.


 


(b)       Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the Borrower
to the appropriate lending office of such Lender resulting from each Loan made by such lending office of such Lender from time
to time, including the amounts of principal and interest payable and paid to such lending office of such Lender from time to time
under this Agreement. To the extent there is any conflict between the Lenders’ records maintained herein or the Register,
the Register controls.


 


(c)       The
Borrower agrees that from time to time on and after the Closing Date, upon the reasonable request by any Lender, at the
Borrower’s own expense, the Borrower will execute and deliver to such Lender a Note, evidencing the Loans made by, and
payable to such Lender or registered assigns in a maximum principal amount equal to such Lender’s applicable
Commitment. The Borrower hereby irrevocably authorizes each Lender to make (or cause to be made) appropriate notations on the
grid attached to such Lender’s Note (or on any continuation of such grid), which notations, if made, shall conclusively
indicate, absent manifest error, inter alia, the date of, the outstanding principal amount of, and the interest rate
and Interest Period applicable to, the Loans evidenced thereby. Such notations shall, to the extent not inconsistent with
notations made by the Administrative Agent in the Register, be conclusive and binding on each Credit Party absent manifest
error; provided that the failure of any Lender to make any such notations shall not limit or otherwise affect any
Obligations of any Credit Party. The Administrative Agent shall maintain the Register pursuant to Section
12.06(a)(iv), and a subaccount for each Lender, in which Register and subaccounts (taken together) shall be recorded (i)
the amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any
sum received by the Administrative Agent from the Borrower and each Lender’s share thereof.


 


(d)       The
entries made in the Register and accounts and subaccounts maintained pursuant to paragraphs (b) and (c) of this Section 2.06
shall, to the extent permitted by Applicable Law, be conclusive evidence (absent manifest error) of the existence and amounts of
the obligations of the Borrower therein recorded; provided that the failure of any Lender or the Administrative Agent to
maintain such account, such Register or such subaccount, as applicable, or any error therein, shall not in any manner affect the
obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with
the terms of this Agreement.


 




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SECTION 2.07    
Funding Requests. The Borrower shall provide not less than seven (7) Business Days prior written notice of any request for
Loans, which such Funding Request shall be in the form attached hereto as Exhibit D setting forth, among other things, (A)
the proposed Funding Date, (B) the aggregate principal amount of such requested Loans, and (C) the wire instructions for Borrower’s
account where funds should be sent. Following receipt of a Funding Request, the Administrative Agent shall notify the Lenders of
their pro rata share of such Loan.


 


SECTION
2.08     [Reserved].


 


SECTION
2.09     Interest.


 


(a)       The
unpaid principal amount of the Loans shall bear interest from the Closing Date or the relevant Funding Date at a rate per annum
that shall at all times be the Applicable Margin plus the Eurodollar Rate in effect from time to time. Interest on the Loans
shall accrue from and including the Closing Date or the relevant Funding Date to but excluding the date of any repayment in full
thereof


 


(b)       On
the first Business Day of each calendar month (each such date an “Interest Payment Date”), Cash Interest
shall be due and payable monthly in cash in arrears, provided, however, that the Borrower may, by delivering a written
PIK Election Notice to the Administrative Agent at least three (3) Business Days prior to the last day of an applicable Interest
Period, elect instead to pay a portion of the Cash Interest due at the end of any Interest Period (but not, for the avoidance of
doubt, in respect of any prior Interest Period) in the form of Paid in Kind Interest (in the maximum amount set forth in the definition
thereof) in lieu of a payment in cash, in which case such Paid in Kind Interest shall accrue and be added to the outstanding principal
balance of the Loans on a monthly basis in arrears, provided, further, that the Borrower may not elect to pay Paid
in Kind Interest upon the occurrence and during the continuance of an Event of Default.


 


(c)       From
and after the occurrence and during the continuance of any Default or Event of Default, upon notice by the Administrative Agent
or the Collateral Agent to the Borrower, the Borrower shall pay interest on the principal amount of all Loans and all other unpaid
Obligations, to the extent permitted by Applicable Law, at the Default Rate, which Default Rate shall accrue from the date of such
Default or Event of Default, as applicable (regardless of the date of notice of the imposition of the Default Rate), until waived
in writing and shall be payable on demand and in cash.


 


(d)       All computations of interest hereunder
shall be made in accordance with Section 4.05.


 


(e)       The Administrative Agent, upon
determining the interest rate for any Borrowing of Loans, shall promptly notify the Borrower and the relevant Lenders
thereof. Each such determination shall, absent manifest error, be final and conclusive and binding on all parties hereto.


 




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SECTION 2.10    Increased Costs,
Illegality, etc.


 


(a)       In
the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clause (ii) below, any Lender,
in each case, shall have reasonably determined (which determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto):


 


(i)       on
any date for determining the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts of the Loans comprising
any Loan are not generally available in the relevant market or (B) adequate and reasonable means do not exist for ascertaining
the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or


 


(ii)       at
any time, after the later of the Closing Date and the date such entity became a Lender hereunder, that such Lender shall incur
increased costs or reductions in the amounts received or receivable hereunder with respect to the Loans , including as a result
of any Tax (other than any (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of “Excluded
Taxes” or (z) Connection Income Taxes) because of (A) any change since the date hereof in any Applicable Law (or in the interpretation
or administration thereof and including the introduction of any new Applicable Law), such as, for example, without limitation,
a change in official reserve requirements (but excluding changes in the rate of tax on the overall net income of such Lender),
and/or (B) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market,


 


then, and in any such event, such
Lender (or the Administrative Agent, in the case of clause (i) above) shall promptly give notice (if by telephone, confirmed in
writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly
transmit to each of the other Lenders). Thereafter (A) in the case of clause (i) above, the Loans at the Eurodollar Rate shall
no longer be available and interest thereafter shall accrue at a rate equal to the Base Rate plus 8.0% per annum (provided, that
in lieu of the foregoing rate change, Borrower and Administrative Agent may agree upon a different method of calculating interest
with the result being that Borrower’s cost are not increased) until such time as the Administrative Agent notifies the Borrower,
the Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist
(which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), at which time interest
with respect to the Loans shall revert to the rate applicable hereunder without regard to this clause (A), and (B) in the case
of clause (ii) above, the Borrower shall pay to such Lender, within ten (10) days after receipt of written demand therefor such
additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender
in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions
in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender submitted
to the Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto).


 




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(b)       If
at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances
set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth
in clause (a)(i) have not arisen but either (x) any applicable interest rate specified herein is no longer a widely recognized
benchmark rate for newly originated loans in the syndicated loan market in the United States or (y) the applicable supervisor or
administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to
have, jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which any applicable
interest rate specified herein shall no longer be used for determining interest rates for loans in the syndicated loan market in
the United States, then the Administrative Agent shall establish an alternate rate of interest to the Eurodollar Rate that gives
due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United
States at such time, and the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such
alternate rate of interest and such other related changes to this Agreement as may be applicable (but, for the avoidance of doubt,
such related changes shall not include a reduction of the Applicable Margin). Notwithstanding anything to the contrary in Section
12.01, such amendment shall become effective without any further action or consent of any other party to this Agreement.


 


(c)       If,
after the later of the date hereof and the date such entity becomes a Lender hereunder, the adoption of any Applicable Law regarding
capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent
with any request or directive made or adopted after such date regarding capital adequacy (whether or not having the force of law)
of any such authority, association, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s
or its parent’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level
below that which such Lender or its parent could have achieved but for such adoption, effectiveness, change or compliance (taking
into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then within ten (10) days
after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender
such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed,
however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant
to any request or directive to comply with, any such Applicable Law as in effect on the date hereof. Each Lender (on its own behalf),
upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will, as promptly
as practicable upon ascertaining knowledge thereof, give written notice thereof to the Borrower, which notice shall set forth in
reasonable detail the basis of the calculation of such additional amounts. Without limiting Section 2.10(e) below, the failure
to give any such notice with respect to a particular event shall not release or diminish any of the Borrower’s obligations
to pay additional amounts pursuant to this Section 2.10(c) for amounts accrued or incurred after the date of such notice
with respect to such event. Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all rules, regulations, orders, requests, guidelines or directives in connection therewith and (y) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, in each case, are deemed to have been adopted and to have taken effect after the Closing Date.


 




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(d)       In
the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable
opinion of any Lender, make it unlawful or impractical for such Lender to fund or maintain its portion of the Loans at the Eurodollar
Rate or to continue such maintaining, or to determine or charge interest rates at the Eurodollar Rate, such Lender shall give notice
of such changed circumstances to Administrative Agent and Borrower and Administrative Agent shall promptly transmit such notice
to each other Lender and in the case of the portion of the Loans at the Eurodollar Rate of such Lender that is outstanding, the
date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such portion of the Loans,
interest upon the portion of the Loans of such Lender thereafter shall accrue at a rate equal to the Base Rate plus 8.0%
per annum (provided that in lieu of the foregoing rate change, Borrower and such Lender may agree upon a different method
of calculating interest) until such time as such Lender notifies Borrower and the Administrative Agent that the circumstances giving
rise to such notice by such Borrower no longer exist (which notice such Lender agrees to promptly give at such time when such circumstances
no longer exist), at which time interest with respect to the Loans of such Lender shall revert to the rate applicable hereunder
without regard to this Section 2.10(d).


 


(e)       This
Section 2.10 shall not apply to Taxes to the extent duplicative of Section 4.03(b). In addition, this Section 2.10
shall not apply to any demand made after the 180th day following the requesting Lender’s knowledge that it would be entitled
to any such amounts.


 


SECTION 2.11    
Compensation. If (a) any payment of principal of a Loan is made by the Borrower to or for the account of a Lender other
than on the last day of the Interest Period for such Loan as a result of a payment pursuant to Sections 2.05, 2.09,
4.01 or 4.02, as a result of acceleration of the maturity of the Loans pursuant to Article X or for any other
reason, or (b) any prepayment of principal of a Loan is not made as a result of a withdrawn notice of prepayment pursuant to Sections
4.01 or 4.02, the Borrower shall, after receipt of a written request by such Lender (which request shall set forth in
reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account of such Lender any amounts
required to compensate such Lender for any additional losses, costs or expenses (including, without limitation, any Eurodollar
Rate related breakage costs) that such Lender may reasonably incur as a result of such payment, failure to convert, failure to
continue, failure to prepay, reduction or failure to reduce, including any loss, cost or expense (excluding loss of anticipated
profits) actually incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund
or maintain such Loan


 


SECTION 2.12    Defaulting
Lender.


 


(a)       Notwithstanding
anything to the contrary contained herein, in the event any Lender is a Defaulting Lender, all rights and obligations hereunder
of such Defaulting Lender and of the other parties hereto shall be modified to the extent of the express provisions of this Section
2.12 so long as such Lender is a Defaulting Lender.


 




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(b)       (i)      
Except as otherwise expressly provided for in this Section 2.12, Loans shall be made pro rata from Lenders holding Commitments
which are not Defaulting Lenders based on their respective Commitment Percentages, and no Commitment Percentage of any Lender or
any pro rata share of any Loans required to be advanced by any Lender shall be increased as a result of any Lender being
a Defaulting Lender. Amounts received in respect of principal of any type of Loans shall be applied to reduce such type of Loans
of each Lender (other than any Defaulting Lender) holding a Commitment in accordance with their Commitment Percentages; provided,
that, the Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments received by the Administrative
Agent for Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder
(including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by the
Administrative Agent. The Administrative Agent may hold and, in its discretion, re-lend to a Borrower the amount of such payments
received or retained by it for the account of such Defaulting Lender.


 


(ii)       Fees
pursuant to Section 3.01 hereof shall cease to accrue in favor of such Defaulting Lender.


 


(c)       A
Defaulting Lender shall not be entitled to give instructions to the Administrative Agent or to approve, disapprove, consent to
or vote on any matters relating to this Agreement or the other Credit Documents, and all amendments, waivers and other modifications
of this Agreement or the other Credit may be made without regard to a Defaulting Lender and, for purposes of the definition of
“Required Lenders”, a Defaulting Lender shall not be deemed to be a Lender, to have any outstanding Loans or a Commitment
Percentage; provided, that this clause (c) shall not apply to the vote of a Defaulting Lender in the case of an amendment, waiver
or other modification described in clauses (i) or (iii) of Section 12.01.


 


(d)       Other
than as expressly set forth in this Section 2.12, the rights and obligations of a Defaulting Lender (including the obligation
to indemnify Agents) and the other parties hereto shall remain unchanged. Nothing in this Section 2.12 shall be deemed to
release any Defaulting Lender from its obligations under this Agreement or the other Credit Documents, shall alter such obligations,
shall operate as a waiver of any default by such Defaulting Lender hereunder, or shall prejudice any rights which any Borrower,
any Agent or any Lender may have against any Defaulting Lender as a result of any default by such Defaulting Lender hereunder.


 


(e)       In
the event that the Administrative Agent and Borrower agree in writing that a Defaulting Lender has adequately remedied all matters
that caused such Lender to be a Defaulting Lender, then the Administrative Agent will so notify the parties hereto.


 


(f)       If
any Lender is a Defaulting Lender, Borrower may, within ninety (90) days of such Lender becoming a Defaulting Lender, by
notice in writing to the Administrative Agent and such Defaulting Lender (i) request the Defaulting Lender to cooperate with
Borrower in obtaining a replacement Lender satisfactory to the Administrative Agent and Borrower (the
“Replacement Lender”); (ii) request the Non- Defaulting Lenders to acquire and assume all of the
Defaulting Lender’s Loans and its Commitment Percentage as provided herein, but none of such Lenders shall be under any
obligation to do so; or (iii) propose a Replacement Lender subject to approval by the Administrative Agent in its good faith
business judgment. If any satisfactory Replacement Lender shall be obtained, and/or if any one or more of the Non- Defaulting
Lenders shall agree to acquire and assume all of the Defaulting Lender’s or the other Credit Loans and its Commitment
Percentage, then such Defaulting Lender shall assign, in accordance with Section 12.01 hereof, all of its Loans and
its Commitment Percentage and other rights and obligations under this Agreement and the other Credit Documents to such
Replacement Lender or Non- Defaulting Lenders, as the case may be, in exchange for payment of the principal amount so
assigned and all interest and fees accrued on the amount so assigned, plus all other Obligations then due and payable to the
Defaulting Lender.


 




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ARTICLE III


Fees and Commitment Terminations


 


SECTION
3.01     Fees.


 


(a)       The
Borrower shall pay to the Administrative Agent for its own account an annual, non-proratable administration fee in the amount of
$80,000, which fee shall be payable in quarterly installments of $20,000, the first such installment to be paid on the Closing
Date and, thereafter, on the first Business Day of each April, July, October and January of each year, commencing on April 1, 2019,
until such time as the Obligations have been repaid in full.


 


(b)       The
Borrower shall pay to the Administrative Agent, for the account of each Lender holding an unfunded Commitment, an unused fee equal
to one percent (1%) per annum of such unfunded Commitment on the first Business Day of each calendar month from and after the Closing
Date until such time as the Obligations have been repaid in full.


 


(c)       Upon
repayment in full of the Obligations (not including that portion of the Obligations constituting the Exit Fee), the Borrower agrees
to pay to the Administrative Agent, for the account of each Lender that holds a Loan on the date of such repayment, the Exit Fee,
whether such payment is made before or after an Event of Default or an acceleration of all or any part of the Obligations, and
all such Exit Fees shall be characterized as additional interest for all purposes hereunder.


 


(d)       In
connection with the Loans funded on the Closing Date and on each Funding Date thereafter, Borrower agrees that the funded amount
of such Loans to be remitted to Borrower shall be reduced by an original issue discount of (i) with respect to the Loans funded
on the Closing Date, (x) three-quarters of one percent (0.75%) of the stated principal amount of such Loans and (y) one and one-quarter
percent (1.25%) of the stated principal amount of the Commitment (regardless of whether such Commitment is funded or unfunded as
of the Closing Date), and (ii) with respect to the Loans funded on each Funding Date thereafter, three-quarters of one percent
(0.75%) of the stated principal amount of such Loan (collectively, the “OID”), which OID shall be fully
earned and retained by the Administrative Agent, for the benefit of the Lenders, provided, that, notwithstanding such deduction
from the funded amount of the Loans, Borrower remains liable to pay (i) the full principal amount of such Loans (inclusive of such
OID), without giving effect to such deduction, which shall be due and payable in full, if not earlier in accordance with this Agreement,
on the Maturity Date and (ii) accrued interest on the full outstanding principal amount of such Loans (inclusive of such OID),
without giving effect to such deduction.


 


SECTION 3.02    
Mandatory Reduction of Commitments. The Commitment shall be permanently reduced by the amount of each Loan made on the Closing
Date and on each Funding Date thereafter.


 




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ARTICLE IV


Payments


 


SECTION
4.01     Voluntary Prepayments. The Borrower shall have the right to prepay the outstanding remaining balance of the Loans
in whole or in part on the following terms and conditions: (i) the Borrower shall give the Administrative Agent written
notice of (A) its intent to make such prepayment and (B) the amount of such prepayment, no later than 1:00 p.m. EST five
(5)       Business Days prior thereto, and shall promptly be transmitted by the
Administrative Agent to each of the relevant Lenders, as the case may be; (ii) prepayment of Loans pursuant to this Section
4.01 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the
Borrower with the applicable provisions of Section 2.10; (iii) each such prepayment shall be in an amount at least
equal to $1,000,000, or, if less, the entire principal amount then outstanding; and (iv) such prepayment shall be accompanied
by a payment of the Exit Fee, if applicable.


 


SECTION
4.02     Mandatory Prepayments.


 


 (a)        Types of Mandatory Prepayments.




 


(i)       Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from the incurrence of any Indebtedness
by any Credit Party or any of its Subsidiaries (other than Indebtedness permitted under Section 9.01), the Borrower shall
prepay the Loans in an amount equal to one hundred percent (100%) of such Net Debt Proceeds, to be applied as set forth in Section
4.02(c). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising
from any incurrence of Indebtedness not permitted under the terms of this Agreement.


 


(ii)       Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Disposition Proceeds from any Disposition
(other than any Disposition permitted under Section 9.04(d), Section 9.04(h) or Section 9.04(n)) the Borrower
shall prepay the Loans in an amount equal to one hundred percent (100%) of the Net Disposition Proceeds from such Disposition,
to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(ii) shall be construed to permit or
waive any Default or Event of Default arising from any Disposition not permitted under the terms of this Agreement.


 


(iii)       Within
three (3) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any Net Casualty Proceeds from any Casualty
Event, the Borrower shall prepay the Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be
applied as set forth in Section 4.02(c); provided that the Borrower may, at its option by notice in writing to the
Administrative Agent no later than thirty (30) days following the occurrence of the Casualty Event resulting in such Net Casualty
Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property
so long as such Net Casualty Proceeds are in fact used to commence the rebuilding or replacement of the damaged, destroyed or condemned
assets or property within ninety (90) days following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty
Proceeds unused after such period to be applied as set forth in Section 4.02(c). Nothing in this Section 4.02(a)(iii)
shall be construed to permit or waive any Default or Event of Default arising from, directly or indirectly, any Casualty Event.


 




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(iv)       Within
one (1) Business Day of the receipt by any Credit Party or any of its Subsidiaries of any Net Equity Proceeds from the issuance
of any Capital Stock (other than Excluded Issuances) that results in Net Equity Proceeds exceeding $2,000,000 in the aggregate
during the term of this Agreement (the “Equity Sweep Amount”), the Borrower shall prepay the Loans in
an amount equal to one hundred percent (100%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(c);
provided, that, if a Default or Event of Default shall have occurred and be continuing at the time such proceeds
are received, the Equity Sweep Amount shall be deemed to equal $0. Nothing in this Section 4.02(a)(iv) shall be construed
to permit or waive any Default or Event of Default arising, directly or indirectly, from any such issuance of Capital Stock.


 


(v)       Within
three (3) Business Days of the receipt by any Credit Party or any of its Subsidiaries of any proceeds from any Extraordinary Receipts
in an amount exceeding $1,000,000 (the “Extraordinary Receipts Sweep Amount”), the Borrower shall prepay
the Loans in an amount equal to one hundred percent (100%) of such Extraordinary Receipts, to be applied as set forth in Section
4.02(c); provided, that, if a Default or Event of Default shall have occurred and be continuing at the time such
proceeds are received, the Extraordinary Receipts Sweep Amount shall be deemed to equal $0. Nothing in this Section 4.02(a)(v)
shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any event or circumstance
giving rise to any Extraordinary Receipts.


 


(vi)       Immediately
upon any acceleration of the Maturity Date of any Loans pursuant to Section 10.02, the Borrower shall repay all the Loans,
unless only a portion of all the Loans is so accelerated (in which case the portion so accelerated shall be repaid).


 


(b)       Notice
and Option to Decline Prepayment. The Borrower shall provide the Administrative Agent with at least three (3) Business Days
prior written notice, by 12:00 EST, of any prepayments under Section 4.02(a). Notwithstanding anything to the contrary herein,
any mandatory prepayment pursuant to Section 4.02(a) may be declined in whole or in part by any Lender without prejudice
to such Lender’s rights hereunder to accept or decline any future payments in respect of any mandatory prepayment, provided
such Lender provides written notice to the Administrative Agent of its intent to decline any prepayment, which such notice must
be received by 2:00 p.m. EST one (1) Business Day prior to the projected prepayment date. Any Lender that does not provide notice
by that time shall be deemed to have accepted the prepayment. If a Lender chooses not to accept payment in respect of a mandatory
prepayment, in whole or in part, the other Lenders that accept such mandatory prepayment shall have the option to share such proceeds
on a pro rata basis (and if declined by all Lenders, such declined proceeds shall be retained by the Borrower).


 


(c)       Application
of Payments. With respect to each prepayment of the Loans required by Section 4.02(a), the amounts prepaid shall
be applied, so long as no Application Event shall have occurred and be continuing, first to pay any fees and expenses of the
Agents and the Lenders under the Credit Documents until paid in full (other than the Exit Fee), second to any accrued and
unpaid interest on the Loans until paid in full, third to the outstanding principal on the Loan until the Loans are paid in
full and thereafter to the Exit Fee; provided that Borrower shall pay any amounts, if any, required to be paid
pursuant to Section 2.10 with respect to prepayments of Loans made on any date other than the last day of the
applicable Interest Period.


 




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(d)       Application
of Collateral Proceeds. Notwithstanding anything to the contrary in Section 4.01 or this Section 4.02, all proceeds
of Collateral received by the Collateral Agent or any other Person pursuant to the exercise of remedies against the Collateral,
and all payments received upon and after the acceleration of any of the Obligations (an “Application Event”)
shall be applied as follows (subject to adjustments pursuant to any agreements entered into among the Lenders):


 


(i)       first,
to pay any costs and expenses of the Agents (in their respective capacity as Agent) and fees then due to the Agents (in their respective
capacity as Agent) under the Credit Documents, including any indemnities then due to any Agents (in their respective capacity as
Agent) under the Credit Documents, until paid in full,


 


(ii)      second,
to pay any fees and premiums then due to the Agents (in their respective capacity as Agent) under the Credit Documents until paid
in full,


 


(iii)     third,
ratably to pay any costs, expense reimbursements, fees (other than the Exit Fee) or premiums of Lenders and indemnities then due
to any of the Lenders under the Credit Documents until paid in full,


 


(iv)     fourth,
ratably to pay interest due in respect of the outstanding Loans until paid in full (other than any Paid in Kind Interest which
has been added to the principal amount of Loans),


 


(v)       fifth,
ratably to pay the outstanding principal balance of the Loans in the inverse order of maturity until the Loans are paid in full,


 


 (vi)     sixth, to pay any other Obligations,




 


 (vii)    seventh, to pay the Exit Fee, if applicable; and




 


(viii)   eighth,
to Borrower or such other Person entitled thereto under Applicable Law.


 


SECTION
4.03     Payment of Obligations; Method and Place of Payment.


 


(a)       The
obligations of each Credit Party hereunder and under each other Credit Document are not subject to counterclaim, set-off, rights
of rescission, or any other defense. Subject to Section 4.03(b), and except as otherwise specifically provided herein, all
payments under any Credit Document shall be made by the Borrower, without set-off, rights of rescission, counterclaim or deduction
of any kind, to the Administrative Agent for the ratable account of the Secured Parties entitled thereto, not later than 12:00
p.m. EST on the date when due and shall be made in immediately available funds in Dollars to the Administrative Agent. The Administrative
Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior
to 12:00 p.m. EST, on such day) like funds relating to the payment of principal or interest or Fees ratably to the Secured
Parties entitled thereto.


 




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(b)       For
purposes of computing interest or fees, any payments under this Agreement that are made later than 12:00 p.m. EST, may, in the
Administrative Agent’s discretion, be deemed to have been made on the next succeeding Business Day. Whenever any payment
to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the
next succeeding Business Day and, with respect to payments of principal, interest shall continue to accrue during such extension
at the applicable rate in effect immediately prior to such extension.


 


(c)       The
Borrower shall make each payment under any Credit Document by wire transfer to such deposit account as the Administrative Agent
shall notify the Borrower in writing from time to time within a reasonable time prior to such payment.


 


SECTION
4.04     Taxes.


 


(a)       Any
and all payments by or on account of any obligation of any Credit Party under any Credit Document shall be made without deduction
or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion
of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount
deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified
Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that after such deduction or withholding
has been made (including such deductions and withholdings applicable to additional sums payable under this Section 4.04)
the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.


 


(b)       The
Credit Parties shall timely pay, and shall authorize the Administrative Agent to pay in their name, to the relevant Governmental
Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of,
any Other Taxes. Within 30 days after the date of any payment of Taxes or Other Taxes by any Credit Party, the Credit Parties shall
furnish to Agent, at its address referred to in Section 12.02, the original or a certified copy of a receipt evidencing
payment thereof or other evidence of payment reasonably satisfactory to the Administrative Agent.


 


(c)       The
Credit Parties shall jointly and severally indemnify each Recipient, within 10 days after demand therefor, for the full amount
of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section
4.04) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of
a Lender, shall be conclusive absent manifest error.


 




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(d)       Each Lender
shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Credit Parties to do so), (ii)any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 12.06(c) relating to the maintenance of a Participant Register and (iii)
any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection
with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Credit
Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this Section 4.04(d).


 


(e)       As
soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 4.04,
such Credit Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


 (f)        Status of Lenders.




 


(i)       Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit Document
shall deliver to Borrower and the Administrative Agent, at the time or times reasonably requested by Borrower or the Administrative
Agent, such properly completed and executed documentation reasonably requested by Borrower or the Administrative Agent as will
permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably
requested by Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably
requested by Borrower or the Administrative Agent as will enable Borrower or the Administrative Agent to determine whether or not
such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in
the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set
forth in Section 4.04(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense
or would materially prejudice the legal or commercial position of such Lender.


 


 (ii)      Without limiting the generality of the foregoing,




 


(A)       any
Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender
becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding
tax;


 




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(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
whichever of the following is applicable:


 


(1)       in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Credit Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Credit Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty


 


 (2)       executed copies of IRS Form W-8ECI;




 


(3)       in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of
the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code in customary form consistent with the Model Credit Agreement
Provisions of the Loan Syndications and Trading Association (a “U.S. Tax Compliance Certificate”) and
(y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or


 


(4)       to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS
Form W-8BEN or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents
from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect
partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance
Certificate on behalf of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such
number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent),
executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal
withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to
permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and


 




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(D)       if
a payment made to a Lender under any Credit Document would be subject to U.S. federal withholding Tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time or times
prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender agrees that if any
form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form
or certification or promptly notify Borrower and the Administrative Agent in writing of its legal inability to do so.


 


(g)       If
any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it
has been indemnified pursuant to this Section 4.04 (including by the payment of additional amounts pursuant to this Section
4.04), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments
made under this Section 4.04 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including
Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with
respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party
the amount paid over pursuant to this Section 4.04(g) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority.
Notwithstanding anything to the contrary in this Section 4.04(g), in no event will the indemnified party be required to
pay any amount to an indemnifying party pursuant to this Section 4.04(g) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification
and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional
amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to
make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person


 


(h)       (i)
All amounts set out or expressed to be payable under a Credit Document by any party to any Lender or Agent which (in whole or in
part) constitute the consideration for a supply or supplies for VAT purposes are deemed to be exclusive of any VAT which is chargeable
on such supply or supplies, and accordingly, subject to clause (ii) below, if VAT is or becomes chargeable on any supply
made by any Lender or Agent to any party under a Credit Document and such Lender or Agent is required to account to the relevant
tax authority for the VAT, that party shall pay to the Lender or Agent, as the case may be, (in addition to and at the same time
as paying any other consideration for such supply) an amount equal to the amount of such VAT.


 




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(ii)        If
VAT is or becomes chargeable on any supply made by any Lender or Agent (the “Supplier”) to any other
Lender or Agent (the “Receiver”) under a Credit Document, and any party other than the Receiver (the
“Relevant Party”) is required by the terms of a Credit Document to pay an amount equal to the consideration
for such supply to the Supplier (rather than being required to reimburse the Receiver in respect of that consideration),


 


(A)       (where
the Supplier is the person required to account to the relevant tax authority for the VAT), the Relevant Party must also pay to
the Supplier (at the same time as paying that amount) an additional amount equal to the amount of VAT; the Receiver must (where
this subsection (ii)(A) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Receiver receives
from the relevant tax authority which the Receiver reasonably determines relates to the VAT chargeable on that supply; and


 


(B)       (where
the Receiver is the person required to account to the relevant tax authority for the VAT), the Relevant Party must promptly, following
demand from the Receiver, pay to the Receiver an amount equal to the VAT chargeable on that supply but only to the extent that
the Receiver reasonably determines that is is not entitled to credit or repayment from the relevant Tax authority in respect of
that VAT.


 


(iii)       Where
a Credit Document require any party to reimburse or indemnify a Lender or Agent for any cost or expense, the party shall reimburse
or indemnify (as the case may be) the Lender or Agent for the full amount of such cost or expense, including such part thereof
as represents VAT, save to the extent that the Lender or Agent determines that it is entitled to credit or repayment in respect
of such VAT from the relevant Tax authority.


 


(iv)       Any
reference in this Section 4.04(h) to any party shall, at any time when such party is treated as a member of a group for
VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to a person under the grouping
rules as defined in the EC Council Directive 2006/112 or any notional legislation implementing that Directive.


 


(v)       In
relation to any supply made by a Lender or Agent to any party under a Credit Document, if reasonably requested by such Lender or
Agent, that party must promptly provide such Lender or Agent with details of that party’s VAT registration and such other
information as is reasonably requested in connection with such Lender’s or Agent's, as the case may be, VAT reporting requirements
in relation to such supply.


 


(i)       Each
Lender agrees that if any form or certification it previously delivered pursuant to this Section 4.04 expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower and the Administrative
Agent in writing of its legal inability to do so.


 




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(j)       Each
party’s obligations under this Section 4.04 shall survive the resignation or replacement of the Administrative Agent
or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all obligations
under any Credit Document.


 


SECTION 4.05    
Computations of Interest and Fees. All interest and fees shall be computed on the basis of the actual number of days occurring
during the period for which such interest or fee is payable over a year comprised of 360 days. Payments due on a day that is not
a Business Day shall (except as otherwise required by) be made on the next succeeding Business Day and such extension of time shall
be included in computing interest and fees in connection with that payment.


 


ARTICLE V


Conditions Precedent to Loans


 


SECTION 5.01    
Closing Date Loan. The obligation of each Lender to make the Loans on the Closing Date as provided for hereunder is subject
to the fulfillment, to the satisfaction of the Agents and each Lender, of each of the following conditions precedent on or before
the Closing Date, unless any such condition is waived in accordance with Section 12.01:


 


(a)       Credit
Documents. The Administrative Agent shall have received the following documents, duly executed by an Authorized Officer of
each applicable Credit Party and each other relevant party:


 


 (i)       this Agreement;




 


 (ii)       the Notes;




 


 (iii)       the Security Documents; and




 


 (iv)       each other Credit Document.




 


 (b)       Collateral.




 


(i)       All
Capital Stock of each Credit Party (other than Borrower) shall have been pledged pursuant to the Security Documents and the Collateral
Agent shall have received all certificates, if any, representing such securities pledged under the Security Documents, accompanied
by instruments of transfer and undated stock powers endorsed in blank.


 


(ii)       All
Indebtedness owed to any of the Credit Parties (other than any Indebtedness of another Credit Party) which, in the aggregate, exceeds
$50,000 that is evidenced by one or more promissory notes shall have been pledged pursuant to the Security Documents, and the Collateral
Agent shall have received original executed versions of all such promissory notes, together with instruments of transfer with respect
thereto endorsed in blank.


 




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(iii)       The
Collateral Agent shall have received the results of a search of the UCC filings (or equivalent filings), in addition to tax Lien,
judgment Lien, bankruptcy and litigation searches made with respect to each Credit Party, together with copies of the financing
statements and other filings (or similar documents) disclosed by such searches, and accompanied by evidence satisfactory to the
Collateral Agent that the Liens indicated in any such financing statement and other filings (or similar document) are Permitted
Liens or have been released or will be released substantially simultaneously with the making of the Loans hereunder.


 


(iv)       The
Collateral Agent shall have received evidence, in form and substance satisfactory to the Collateral Agent, that appropriate UCC
(or equivalent) financing statements (including fixture filings) have been duly filed in such office or offices as may be necessary
or, in the opinion of Collateral Agent, desirable, to perfect the Collateral Agent’s Liens in and to the Collateral and certified
searches reflecting the filing of all such financing statements.


 


(c)       Legal
Opinions. The Administrative Agent shall have received executed legal opinion of (i) Sichenzia Ross Ference LLP, U.S. counsel
to the Credit Parties; (ii) CMS Netherlands, Dutch counsel to the Credit Parties; (iii) CMS Cameron McKenna Nabarro Olswang LLP,
English counsel to the Credit Parties; (iv) [reserved]; (vi) CMS DeBacker, Belgian counsel to the Credit Parties; Bird & Bird
LLP, English counsel to the Agent in respect of enforceability and (vii) such other local counsel opinions as the Administrative
Agent shall reasonably request, which opinions shall be addressed to the Administrative Agent and the Lenders and shall be in form
and substance reasonably satisfactory to the Administrative Agent.


 


(d)       Secretary’s
Certificates. The Administrative Agent shall have received a certificate for each Credit Party, dated the Closing Date, duly
executed and delivered by such Credit Party’s secretary or assistant secretary, managing director (directeur or bestuurder),
managing directors (Geschäftsführer), managing member or general partner, as applicable, as to:


 


(i)       resolutions
of each such Person’s board of managers/directors (or other managing body, in the case of a Person that is not a corporation,
or shareholders in case of Interactive) then in full force and effect expressly and specifically authorizing, to the extent relevant,
all aspects of the Credit Documents applicable to such Person and the execution, delivery and performance of each Credit Document,
in each case, to be executed by such Person;


 


(ii)       if
applicable and with respect to the Netherlands Subsidiaries only, resolution of each such Netherlands Subsidiary's general meeting
of shareholders then in full force and effect expressly and specifically authorizing, to the extent relevant, all aspects of the
Credit Documents applicable to such Netherlands Subsidiary and the execution, delivery and performance of each Credit Document,
in each case, to be executed by such Netherlands Subsidiary, including the execution of the deed of pledge over shares in the capital
of such Netherlands Subsidiary;


 


(iii)       if
applicable and with respect to the Netherlands Subsidiaries only, a copy of the unconditional and positive advice of the works
council of each Netherlands Subsidiary;


 




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(iv)      the
incumbency and signatures of its Authorized Officers and any other of its officers, managing member or general partner, as applicable,
authorized to act with respect to each Credit Document to be executed by such Person and a list of all officers and directors of
the Credit Parties;


 


(v)      each
such Person’s Organization Documents, as amended, modified or supplemented as of Closing Date, certified by the appropriate
officer or official body of the jurisdiction of organization of such Person; and


 


(vi)      with
respect to Interactive only, Interactive’s shareholder list, excerpt from the commercial register and other organizational
documents applicable to it as well as assurances in relation to the following facts in form and substance satisfactory to the Administrative
Agent:


 


 (A)       no Insolvency Event occurred as of the date of signing the German Security Documents




 


 (B)        the centre of interest of Interactive is in Germany (for the purposes of the Insolvency Regulation); and




 


 (C)        no supervisory board (Aufsichtsrat) for the Interactive exists;







 


which certificates shall provide
that each Secured Party may conclusively rely thereon until it shall have received a further certificate of the secretary, assistant
secretary, managing director (directeur or bestuurder), managing director (Geschäftsführer), managing
member or general partner, as applicable, of any such Person canceling or amending the prior certificate of such Person as provided
in Section 8.01(k).


 


(e)       Other
Documents and Certificates. The Administrative Agent shall have received originals of the following documents and certificates,
each of which shall be dated the Closing Date and duly executed by an Authorized Officer of each applicable Credit Party, in form
and substance reasonably satisfactory to the Administrative Agent:


 


(i)       a
certificate of an Authorized Officer of the Borrower, certifying as to such items as reasonably requested by the Collateral Agent,
including without limitation:


 


(A)       the
receipt of all required approvals and consents of all Governmental Authorities and other third parties, if applicable, with respect
to the consummation of the Transactions and the operation of the Credit Parties’ business, each of which shall be attached
thereto and certified as being true, complete and correct copies thereof;


 


(B)       both
before and after giving effect to Transactions, including the borrowing of the Loans on the Closing Date, (A) no Default or Event
of Default shall have occurred, (B) no default or event of default under any Material Contract by Borrower or its Subsidiaries
shall have occurred and (C) each Material Contract remains in full force and effect and no Credit Party or Subsidiary has received
any notice of termination or non-renewal from the other party thereto; and


 




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(C)       the
representations and warranties set forth in Article VII are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof);


 


 (ii)        a Perfection Certificate of each Credit Party;




 


(iii)       (A)
certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each dated within
a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer or official body of the jurisdiction
of organization of such Credit Party, which certificate shall indicate that such Credit Party is in good standing in such jurisdiction,
and (B) certificates of good standing (or the local equivalent thereof, if applicable) with respect to each Credit Party, each
dated within a recent date prior to the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions
where such Credit Party is qualified to do business as a foreign entity, which certificate shall indicate that such Credit Party
is in good standing in such jurisdictions;


 


(iv)       a
certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and
uses of the Transactions; and


 


 (v)        an executed Funding Request delivered in accordance with Section




2.07.


 


 (f)       Solvency. The Administrative Agent shall be reasonably satisfied, based on financial statements (actual and pro forma), projections and other evidence provided by Credit Parties, or requested by the Administrative Agent, that Borrower and its Subsidiaries (on a consolidated basis), after incurring the Loans, will be Solvent and the Administrative Agent shall have received and shall be reasonably satisfied with a Solvency Certificate of an Authorized Officer of the Borrower, on behalf of the Credit Parties, confirming the Solvency of the Credit Parties and their Subsidiaries (on a consolidated basis) after giving effect to the Transactions.




 


(g)       Financial
Information. The Administrative Agent shall have received a certificate in form and substance satisfactory to it, dated the
Closing Date and properly executed by an Authorized Officer of the Borrower and the Borrower, attaching the following documents
and reports (each in form and substance reasonably satisfactory to the Collateral Agent):


 


 (i)       the Historical Financial Statements; and




 


(ii)       the
financial projections of the Consolidated Companies for each fiscal year of the Consolidated Companies during the period from the
Closing Date through the Maturity Date along with a pro forma balance sheet of the Consolidated Companies giving effect to the
Transactions (including actual results for the twelve months prior to the Closing Date).


 


The documents
and reports delivered pursuant to clause (i) above shall be certified by such Authorized Officer to be true, complete and correct
in all material respects as of the Closing Date and the documents and reports delivered pursuant to clause (ii) above shall be
certified in a manner consistent with the representations and warranties set forth in Section 7.08.


 




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(h)       The
Collateral Agent shall have received a certificate of insurance, together with the endorsements thereto, (or with respect to insurance
policies governed by German law, the respective insurance certificate or confirmation (Sicherungsschein/-bestätigung)
naming the Collateral Agent as an additional insured on behalf of the Lenders and loss payee as to casualty insurance, in each
case, as to the insurance required by Section 8.03, in form and substance reasonably satisfactory to Administrative Agent.


 


(i)       Payment
of Outstanding Indebtedness. (a) On the Closing Date, the Credit Parties and each of their respective Subsidiaries shall have
no outstanding Indebtedness other than the Loans hereunder and the Indebtedness (if any) listed on Schedule 7.24 or otherwise
permitted by Section 9.01, and the Administrative Agent shall have received copies of all documentation and instruments
evidencing the discharge of all Indebtedness paid off in connection with the Transactions and the transactions contemplated by
this Agreement, and (b) all Liens (other than Permitted Liens) securing payment of any such Indebtedness shall have been released
and the Administrative Agent shall have received pay-off letters, all form UCC-3 termination statements, all releases or terminations
of intellectual property security agreements and other instruments as may be reasonably requested by Administrative Agent in connection
therewith.


 


(j)       Material
Adverse Effect. The Administrative Agent shall have determined that, both immediately before and immediately after giving effect
to the Transactions, except as disclosed in the Borrower’s Form 10-K filed with the SEC for the fiscal year ending December
31, 2017 and the Borrower’s Form 10-Q filed with the SEC for each of the fiscal quarters ending March 30, 2018, June 30,
2018 and September 30, 2018 and any Form 8-K filed by the Borrower with the SEC since September 30, 2018 though the Business Day
prior to the Closing Date, no Material Adverse Effect has occurred since December 31, 2017.


 


(k)       Fees
and Expenses. Each of Post Road, the Agents and each Lender shall have received, for its own respective account, (i) all fees
and expenses due and payable to such Person hereunder, and (ii) the reasonable and documented fees, costs and expenses due and
payable to such Person pursuant Sections 3.01 and 12.05 (including the reasonable fees, disbursements and other charges
of counsel) for which invoices have been presented prior to the Closing Date.


 


(l)       Patriot
Act Compliance and Reference Checks. The Administrative Agent shall have received completed reference checks with respect to
each Credit Party’s senior management, and any required Patriot Act compliance, the results of which are satisfactory to
Administrative Agent in its sole discretion which shall include, for the avoidance of doubt, a duly executed IRS Form W-9 and W-8
BENE.


 


(m)       Due
Diligence. The Administrative Agent shall have completed and be reasonably satisfied its business, legal, and collateral
due diligence on Borrower and its Subsidiaries, including (i) corporate, capital and legal structure of Borrower and its
Subsidiaries; (ii)       securities, labor, insurance, tax, litigation and environmental
matters; (iii) review of all third party reports; and (iv) an independent quality of earnings report, third party accounting
review, and the results of Borrower’s pipeline and backlog.


 




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(n)       Material
Contracts. The Administrative Agent shall have received copies of each Material Contract (if written), and the results of the
Administrative Agent’s review thereof shall be reasonably satisfactory to Administrative Agent.


 


 (o)        No Default, Representations and Warranties and No Injunctions.




 


(i)         No Default or Event of Default shall have occurred and be continuing;




 


 (ii)        all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct, in each case, with the same effect as though such representations and warranties had been made on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all respects as of such earlier date); and




 


(iii)       no
injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Transactions
shall have been issued and remain in force by any Governmental Authority against any Credit Party, any Agent or any Lender.


 


(p)       No
Adverse Actions. There shall be no order or injunction or pending litigation in which there is a reasonable possibility of
a decision that could reasonably be expected to have a Material Adverse Effect on the Borrower or Pareteum Europe and its Subsidiaries,
taken as a whole, and no pending litigation seeking to prohibit, enjoin or prevent any of the Transactions.


 


(q)       Loan
Amount. The aggregate principal amount of Loans funded on the Closing Date shall be $25,000,000.


 


(r)       Closing
Date Lender Shares. The Borrower shall have issued the Closing Date Lender Shares, and the Administrative Agent shall have
received an executed irrevocable instruction letter to the Borrower’s transfer agent, in form and substance acceptable to
the Administrative Agent, providing for the issuance of the Closing Date Lender Shares, in each case to the Lenders, with each
Lender being issued a number of Closing Date Lender Shares proportionate to the aggregate principal amount of the Loans funded
by each such Lender on the Closing Date as a percentage of the principal amount of all Loans funded by all Lenders on the Closing
Date, with such adjustments to reflect rounding or other adjustments as the Administrative Agent may agree.


 


(s)       Closing
Date Transactions. The following transactions shall have been consummated (or shall be consummated substantially concurrently
with the initial borrowings hereunder on the Closing Date) and the Administrative Agent shall have received definitive documentation,
in form and substance acceptable to the Administrative Agent, evidencing such transactions:


 


 (i)       the iPass Acquisition




 




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 (ii)      the iPass-TBR Merger; and




 


 (iii)      the Fortress Debt Repayment.




 


SECTION 5.02    
Loans Made after Closing Date. The obligation of each Lender to make the Loans on each Funding Date as provided for hereunder
is subject to the fulfillment, to the satisfaction of the Agents and each Lender, of each of the following conditions precedent
on or before such Funding Date, unless any such condition is waived in accordance with Section 12.01:


 


(a)       Funding
Date and Loan Amounts. Each Funding Date shall occur on or before the eighteen (18) month anniversary of the Closing Date;
provided, however, that no Funding Date shall occur until the latest to occur of: (i) delivery of the [***]Consent
and Acknowledgement to the Administrative Agent in accordance with Section 8.17; (ii) the filing of the Borrower’s
Form 10-Q with the SEC for the fiscal quarter ending March 30, 2019; or (iii) June 1, 2019. The aggregate principal amount of Loans
made on each Funding Date (i) shall be no less than $5,000,000; and (ii) shall, when aggregated with the original principal amount
of all other Loans funded hereunder (without giving effect to any Paid in Kind Interest), not be more than the Aggregate Commitment.
Notwithstanding anything set forth herein to the contrary, no Funding Date shall occur within thirty (30) days of any other Funding
Date.


 


(b)       Documents
and Certificates. The Administrative Agent shall have received originals of the following documents and certificates, each
of which shall be dated as of the applicable Funding Date and duly executed by an Authorized Officer of each applicable Credit
Party, in form and substance reasonably satisfactory to the Administrative Agent:


 


(i)      an executed Funding Request delivered
in accordance with Section 2.07;


 


(ii)      a certificate of an Authorized Officer
of Borrower, certifying as to such items as reasonably requested by the Collateral Agent, including without limitation:


 


(A)       both
before and after giving effect to the borrowing of the Loans on such Funding Date, no Default or Event of Default shall have occurred;


 


(B)       the
representations and warranties set forth in Article VII are true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in
the text thereof); and


 


(C)       evidence
that, after giving pro forma effect to the requested Loan, the Credit Parties shall be in compliance with the Financial Performance
Covenants (and, during the continuation of a Consolidated Revenue Testing Period, the covenant set forth in Section 9.13(f)
hereof);


 


(iii)      a
certificate detailing the planned distribution of proceeds from the Loans and a funds flow memorandum detailing the sources and
uses of the Transactions, each of which shall be acceptable to the Administrative Agent.


 




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(c)       Solvency.
The Administrative Agent shall be reasonably satisfied, based on financial statements (actual and pro forma), projections and other
evidence provided by Credit Parties, or requested by the Administrative Agent, that Borrower and its Subsidiaries (on a consolidated
basis), after incurring the Loans, will be Solvent and the Administrative Agent shall have received and shall be reasonably satisfied
with a Solvency Certificate of an Authorized Officer of Borrower, on behalf of the Credit Parties, confirming the Solvency of the
Credit Parties and their Subsidiaries (on a consolidated basis) after giving effect to the Transactions.


 


(d)       Material
Adverse Effect. The Administrative Agent shall have determined that, both immediately before and immediately after giving effect
to the Transactions, except as disclosed in the Borrower’s Form 10-K filed with the SEC for the fiscal year ending December
31, 2017 and the Borrower’s Form 10-Q filed with the SEC for each of the fiscal quarters ending March 30, 2018, June 30,
2018 and September 30, 2018 and any Form 8-K filed by the Borrower with the SEC since September 30, 2018 though the Business Day
prior to the Closing Date, no Material Adverse Effect has occurred since December 31, 2017.


 


(e)       Fees
and Expenses. Each of the Agents and Lenders shall have received, for its own respective account, (i) all fees and expenses
due and payable to such Person hereunder, and (ii) the reasonable and documented fees, costs and expenses due and payable to such
Person pursuant Sections 3.01 and 12.05 (including the reasonable fees, disbursements and other charges of counsel) for which invoices
have been presented prior to the Closing Date.


 


 (f)       No Default, Representations and Warranties and No Injunctions.




 


 (i)       No Default or Event of Default shall have occurred and be continuing;




 


 (ii)       all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof), in each case, with the same effect as though such representations and warranties had been made on and as of the Funding Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof));




 


(iii)       no
injunction, writ, restraining order, or other order of any nature restricting or prohibiting, directly or indirectly, the Transactions
shall have been issued and remain in force by any Governmental Authority against any Credit Party, any Agent or any Lender; and


 


(iv)       there
shall be no order or injunction or pending litigation in which there is a reasonable possibility of a decision that could reasonably
be expected to have a Material Adverse Effect on Borrower and its Subsidiaries, taken as a whole, and no pending litigation
seeking to prohibit, enjoin or prevent the making of such Loan or the use of the proceeds thereof


 




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(g)       Additional
Lender Shares. The Borrower shall have issued the Additional Lender Shares in accordance with Section 8.26.


 


ARTICLE VI


Guarantee


 


SECTION 6.01    
Guarantee. (a) To induce the Lenders to make the Loans and each other Secured Party to make credit available to or for the
benefit of one or more Credit Parties, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably,
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or
earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Credit Document, of all the Obligations
of the Borrower and of the other Guarantors whether existing on the date hereof or hereinafter incurred or created (the “Guarantor
Obligations”, which in no event shall include any Excluded Hedging Obligations). The Guarantor Obligations shall
include, without limitation, interest accruing at the then applicable rate provided herein after the maturity thereof and interest
accruing at the then applicable rate provided herein after the commencement of any Insolvency Event relating to the Borrower or
any other Credit Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding, whether
direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under,
out of, or in connection with this Agreement or any other Credit Document, in each case whether on account of principal, interest,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to
the Agents or to the other Secured Parties that are required to be paid by the Borrower pursuant to the terms of any of the foregoing
agreements) and all obligations and liabilities of such Guarantor that arise or may arise under or in connection with this Agreement
or any other Credit Document to which such Guarantor is a party, in each case whether on account of guarantee obligations, reimbursement
obligations, fees, indemnities, costs, expenses or otherwise (including all fees and disbursements of counsel to the Secured Parties
that are required to be paid by such Guarantor pursuant to the terms of any such Credit Document). Each Guarantor’s guarantee
hereunder constitutes a guarantee of payment and not of collection.


 


(b)       Any
term or provision of this Agreement or any other Credit Document to the contrary notwithstanding, the maximum aggregate amount
for which any Guarantor shall be liable under this Guarantee shall not exceed the maximum amount for which such Guarantor can be
liable without rendering the obligations of such Guarantor under this Agreement or any other Credit Document, as it relates to
such Guarantor, subject to avoidance under Applicable Laws relating to fraudulent conveyance or fraudulent transfer (including
the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code
or any applicable provisions of comparable Applicable Laws) (collectively, the “Fraudulent Transfer Laws”).
Any analysis of the provisions of this Article VI for purposes of the Fraudulent Transfer Laws shall take into account the right
of contribution established in Section 6.02 and, for purposes of such analysis, give effect to any discharge of intercompany debt
as a result of any payment made under this Article VI.


 




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(c)       Each
Guarantor agrees that the Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor
hereunder without impairing this Guarantee or affecting the rights and remedies of any Secured Party hereunder.


 


(d)       This
Guarantee shall remain in full force and effect until the Termination Date occurs, notwithstanding that from time to time during
the term of this Agreement no Guarantor Obligations may be outstanding.


 


(e)       No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by any Secured
Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or
any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall
be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, and each Guarantor shall, notwithstanding
any such payment (other than any payment made by such Guarantor in respect of the Obligations or any payment received or collected
from such Guarantor in respect of the Obligations), remain liable for the Obligations up to the maximum liability of such Guarantor
hereunder until the Termination Date occurs.


 


SECTION 6.02    
Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate
share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other
Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor's right of contribution shall be
subject to the terms and conditions of Section 6.03. The provisions of this Section 6.02 shall in no respect limit the obligations
and liabilities of any Guarantor to the Secured Parties, and each Guarantor shall remain liable to the Secured Parties for the
full amount guaranteed by such Guarantor hereunder.


 


SECTION 6.03    
No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any
Guarantor by any Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of any Secured Party against
the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by any Secured Party for the
payment of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower
or any other Guarantor in respect of payments made by such Guarantor under this Guarantee, until the Termination Date occurs. If
any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such
amount shall be held by such Guarantor for the benefit of Secured Parties, segregated from other funds of such Guarantor, and shall,
forthwith upon receipt by such Guarantor, be turned over to the Collateral Agent in the exact form received by such Guarantor (duly
indorsed by such Guarantor to the Collateral Agent, if required), to be applied against the Obligations, whether matured or unmatured,
as the Collateral Agent may determine in accordance with Section 4.02(d) of this Agreement.


 




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SECTION 6.04    
Modification of the Guarantor Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment
of any of the Guarantor Obligations made by any Secured Party may be rescinded by such Secured Party and any of the Guarantor Obligations
continued, and the Guarantor Obligations, or the liability of any other Person upon or for any part thereof, or any collateral
security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed,
extended, amended, modified, accelerated, compromised, waived, surrendered or released by any Secured Party, and this Agreement
and the other Credit Documents, and any other documents executed and delivered in connection therewith may be amended, amended
and restated, supplemented or otherwise modified or terminated, in whole or in part, as the Agents (or the Required Lenders or
all Lenders, as the case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset
at any time held by any Secured Party for the payment of the Guarantor Obligations may be sold, exchanged, waived, surrendered
or released. No Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as
security for the Guarantor Obligations or for this Agreement or any other Credit Document or any property subject thereto.


 


SECTION 6.05    
Guarantee Absolute and Unconditional. Each Guarantor waives to the fullest extent permitted by Applicable Law any and all
notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by any Secured
Party upon this Agreement or acceptance of the guarantee contained in this Article VI. The Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon
this Article VI and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Secured Parties, on the
other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article VI. Each Guarantor,
to the fullest extent permitted by Applicable Law, waives diligence, presentment, protest, demand for payment and notice of default
or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Obligations. Each Guarantor waives, to the fullest
extent permitted by law, any right such Guarantor may now have or hereafter acquire to revoke, rescind, terminate or limit (except
as expressly provided herein) the guarantee set forth in this Article VI or any of its obligations hereunder. Each Guarantor understands
and agrees, to the fullest extent permitted by Applicable Law, that the guarantee set forth in this Article VI shall be construed
as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of this Agreement
or any other Credit Document, any of the Guarantor Obligations or any other collateral security therefor or guarantee or right
of offset with respect thereto at any time or from time to time held by any Secured Party, (b) any defense, set-off or counterclaim
(other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower or any other
Person against any Secured Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower
or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower with
respect to any Obligations, or of such Guarantor under this guarantee, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, any Secured Party may, but shall
be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower,
any other Guarantor or any other Person or against any collateral security or guarantee for the Guarantor Obligations or any right
of offset with respect thereto, and any failure by any Secured Party to make any such demand, to pursue such other rights or remedies
or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or
any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder,
and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Secured
Party against any Guarantor. For the purposes hereof, "demand" shall include the commencement and continuance of any
legal proceedings.


 




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SECTION 6.06    
Reinstatement. The guarantee set forth in this Article VI shall continue to be effective, or be reinstated, as the case
may be, if at any time payment, or any part thereof, of any of the Guarantor Obligations is rescinded or must otherwise be restored
or returned by any Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or
any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer
for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been
made.


 


SECTION 6.07    
Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off
or counterclaim in Dollars in accordance with Section 4.03(c).


 


SECTION 6.08    
Taxes. Each payment of the Guarantor Obligations will be made by each Guarantor subject to the same provisions as are set
forth in Section 4.04 hereof.


 


SECTION 6.09     Limitation
on Guarantee by German Guarantors.


 


 (a)       Scope.




 


(i)      To
the extent a German Guarantor guarantees the obligations or liabilities (including guarantees, letters of credit or similar instruments)of
an affiliated company (verbundenes Unternehmen) within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz)
(other than such German Guarantor’s direct or indirect subsidiaries (Tochtergesellschaften) or of a direct or indirect
minority shareholder of the German Guarantor within the meaning of sections 271, 290 of the German Commercial Code (HGB)),
demanding payment under a Guaranty or the enforcement of a Guaranty in respect of such German Guarantor shall be limited as set
out below.


 


(ii)      The
restrictions set out in this Section 6.09 shall not apply to a German Guarantor to the extent that:


 


(A)       the
Guaranty granted by such German Guarantor guarantees indebtedness of itself or any of its direct or indirect subsidiaries (Tochtergesellschaft)
within the meaning of sections 271, 290 of the German Commercial Code (HGB);


 


(B)       such
German Guarantor secures any indebtedness under any documentation evidencing the Obligations in respect of (1) loans to the extent
they are on- lent or otherwise passed on (directly or indirectly) to such German Guarantor or its subsidiaries (Tochtergesellschaften)
within the meaning of sections 271, 290 of the German Commercial Code (HGB) or (2) bank guarantees or letters of credit
(Avale) that are issued for the financial benefit of any of the creditors of such German Guarantor or its subsidiaries
(Tochtergesellschaften) within the meaning of sections 271, 290 of the German Commercial Code (HGB) or any other
benefit granted under documentation evidencing the Obligations, in each case, to the extent that any such on-lending or otherwise
passing on or bank guarantees or letters of credit are still outstanding at the time of the enforcement of the Guaranty; for the
avoidance of doubt, nothing in this Section 6.09(a)(ii) shall have the effect that such on-lent amounts may be enforced
multiple times (no double dip); such indebtedness shall also be disregarded for the purpose of calculating the Net Assets (German)
pursuant to Section 6.09(c);


 




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(C)       such
German Guarantor does, at the time of payment under the Guaranty, hold a fully recoverable indemnity claim or claim for refund
(vollwertiger Gegenleistungs- oder Rückgewähranspruch) against the relevant shareholder or against the affiliate
whose obligations are secured by the relevant Guaranty; or


 


(D)       such
German Guarantor as dominated company has entered into a profit transfer and/or domination agreement (Gewinnabführungs-
und/oder Beherrschungsvertrag) according to section 291 of the German Stock Corporation Act (Aktiengesetz) (either directly
or via a chain of profit transfer and/or domination agreements) with (i) an obligor whose obligations are guaranteed by a Guaranty
as dominating company, provided that such German Guarantor is a subsidiary (Tochtergesellschaft) within the meaning of sections
271, 290 of the German Commercial Code (HGB) of such obligor, or (ii) a (direct or indirect) holding company as dominating
company (beherrschendes Unternehmen), of both that German Guarantor and an obligor whose obligations are guaranteed by a
Guaranty, provided that such German Guarantor is an affiliated company of such obligor, in each case to the extent the existence
of such profit transfer and/or domination agreement (Gewinnabführungs- und/oder Beherrschungsvertrag) leads to the
inapplicability of § 30 (1) sentence 1 of the German Limited Liabilities Company Act (GmbHG) and section 57 paragraph
1 of the German Stock Corporation Act (Aktiengesetz).


 


Section 6.09(a)(ii)(D)
above shall not apply if such German Guarantor provides a final judgment (rechtskräftiges Urteil) of a Higher Regional
Court (Oberlandesgericht) or a judgment of the Federal Court of Justice (Bundesgerichtshof) setting out that the
mere existence of a profit transfer and/or domination agreement is no reason not to apply section 30 paragraph 1 of the German
Limited Liabilities Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter Haftung) (GmbHG)
or section 57 paragraph 1 of the German Stock Corporation Act (Aktiengesetz) or at least as long relevant proceedings to
get such a judgement are pending at a Higher Regional Court (Oberlandesgericht) or the Federal Court of Justice (Bundesgerichtshof).


 


(E)       if
and to the extent such restrictions are at the time of enforcement of the Guaranty not required to prevent personal
liability of the relevant German Guarantor's managing directors due to a breach of §§ 30 and 31 of the German
Limited Liabilities Company Act (GmbHG) or other obligations to observe or act imposed by a Higher Regional Court
(Oberlandesgericht) or the Federal Court of Justice (Bundesgerichtshof) or under § 826 German Civil Code
(Bürgerliches Gesetzbuch).


 




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(iii)       Subject
to paragraph (iv) below, all references in this Section 6.09 as to whether demanding payment under or enforcing of a Guaranty
granted by a German Guarantor would lead to a Capital Impairment (as defined below) shall be construed as references to
the time of such German Guarantor executing such Guaranty and granting such Guaranty provided that if after the date of this Agreement
jurisprudence of the German Federal Court of Justice (Bundesgerichtshof) comes into force which holds that the relevant
time for making the determination whether or not the granting of a guarantee, surety (Bürgschaft) or similar payment
obligations pursuant to which a GmbH or a German stock corporation (Aktiengesellschaft) secures indebtedness of its direct
or indirect shareholder(s) or of a subsidiary (Tochtergesellschaft) within the meaning of sections 271, 290 of the German
Commercial Code (HGB) of such shareholder(s) has caused a violation of section 30 of the German Limited Liabilities Company
Act (GmbHG) or section 57 of the German Stock Corporation Act (Aktiengesetz), respectively, is not the date of demanding
payment under, or enforcement of, such guarantee, surety or similar payment obligations, but the date of granting the relevant
guarantee, surety or similar payment obligation.


 


(iv)       If
paragraph (iii) above is applicable, the determinations and calculations in the Management Determination and the Auditor's Determination
(each as defined below) shall set out whether or not a Capital Impairment has occurred as a result of a German Guarantor executing
a Guaranty and granting such Guaranty.


 


(b)       Capital
Impairment. The parties to this Agreement agree that if the enforcement of any Guaranty would cause the amount of a German
Guarantor's Net Assets (German), as calculated pursuant to of Section 6.09(c)(i), to fall below the amount of its registered
share capital (Stammkapital) (Begründung einer Unterbilanz) (or increase an existing shortage of its registered
share capital (Vertiefung einer Unterbilanz)) in violation of section 30 paragraph 1 of the German Limited Liabilities Company
Act (GmbHG), (such event is hereinafter referred to as a “Capital Impairment”), then Administrative
Agent and/or the Beneficiaries may demand payment under such Guaranty from such German Guarantor only to the extent such Capital
Impairment would not occur and and the German Guarantor shall, have a defense (Einrede) against any claim under the Guaranty
if and to the extent such Capital Impairment would occur.


 


 (c)        Net Assets (German).




 


(i)      The
calculation of net assets (Reinvermögen) of the German Guarantor (the “Net Assets (German)”)
shall be determined in accordance with the principle of orderly bookkeeping (Grundsätze ordnungsmäßiger Buchführung)
applicable from time to time in Germany applying the same accounting principles (Bilanzierungsgrundsätze) which have
been consistently applied by the relevant German Guarantor in preparing its unconsolidated balance sheets (Jahresabschluss)
(section 42 German Limited Liabilities Company Act (GmbHG), sections 242, 264 of the German Commercial Code (Handelsgesetzbuch))
in the previous years and the calculation shall be determined on the basis of the balance sheet items listed in sections 266 para.
2 A, B, C, D and E of the German Commercial Code (HGB) less all liabilities listed in section 266 para. 3 B, C, D and E
of the German Commercial Code (HGB), save that the following balance sheet items shall be adjusted as follows:


 


(A)       the
amount of any increase from capital reserves in the registered share capital of such German Guarantor (Kapitalerhöhung
aus Gesellschaftsmitteln), which was carried out after the date of execution of this Agreement by such German Guarantor,
shall be deducted from the amount of the registered share capital of such German Guarantor if it is expressly prohibited under
the Credit Documents and has been carried out without the prior written consent of the Administrative Agent;


 




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(B)      the
amount of non-distributable assets according to § 253 (6) of the German Commercial Code
(Handelsgesetzbuch) shall not be included in the calculation of Net Assets (German),


 


(C)      the
amount of non-distributable assets according to § 268 (8) of the German Commercial Code
(Handelsgesetzbuch) shall not be included in the calculation of Net Assets (German);


 


(D)      the
amount of non-distributable assets according to § 272 (5) of the German Commercial Code
(Handelsgesetzbuch) shall not be included in the calculation of Net Assets (German);


 


(E)       loans
or other liabilities incurred by the relevant German Guarantor in willful or grossly negligent violation of the Credit Documents
shall not be taken into account as liabilities


 


(F)       as
far as the registered share capital is not paid in full and no demand for a payment of outstanding amounts (nicht eingeforderte
Beträge) has been made, the amount not yet paid in shall be deducted from the amount of the registered share capital of
such German Guarantor;


 


(G)       loans
provided to such German Guarantor by a member of the group shall be disregarded, if and to the extent that such loans are subordinated
or become subordinated in the insolvency of such German Guarantor pursuant to section 39 paragraph 1 no. 5 or section 39 paragraph
2 of the German Insolvency Code (Insolvenzordnung), in each case including obligations under guarantees for obligations
which are so subordinated;


 


(H)       any
funds borrowed or provided to the Borrower under any documentation evidencing the Obligations which have been or are passed on
to such German Guarantor and have not yet been repaid at the time when the demand under such Guaranty is made, shall not be taken
into account as liabilities; and


 


(I)       financial
liabilities incurred by such German Guarantor in breach of provisions of any documentation evidencing the Obligations shall not
be taken into account as liabilities.


 


(ii)      Each
German Guarantor will notify Administrative Agent in writing in reasonable detail within fifteen (15) Business Days after Administrative
Agent notified such German Guarantor of its intention to demand payment under a Guarantee whether and to what extent a Capital
Impairment would occur if a payment under such Guarantee was made (the “Management Notification”). Such
Management Notification shall comprise an up-to-date balance sheet of such German Guarantor and a detailed calculation, based on
the provisions of this deed, of the amount of the Net Assets (German) of such German Guarantor (taking into account the
adjustments set out above). Such German Guarantor shall fulfil its obligations under such Guaranty within five (5) Business Days
of providing the Management Notification in an amount which pursuant to the Management Notification would not result in a Capital
Impairment (irrespective of whether or not Administrative Agent agrees with the Management Notification).


 




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(iii)      If
Administrative Agent disagrees with the calculation in the Management Notification, such German Guarantor will, upon written request
by Administrative Agent, which may be issued within 20 Business Days of the receipt of the Management Notification, provide an
auditors' determination by a firm of recognized international auditors (the “Auditors”) within 45 Business
Days upon such request by Administrative Agent (the “Auditors’ Determination”). Such Auditors’
Determination shall set out:


 


 (A)      an up-to-date balance sheet of such German Guarantor;




 


(B)       a
detailed calculation of the amount of Net Assets (German) of such German Guarantor taking into account the adjustments set out
in paragraph (A) above, and




 


(C)       the
extent of the Capital Impairment taking into account the anticipated payment.


 


The results of the Auditors'
Determination are, save for manifest errors, binding on all parties. Such German Guarantor shall fulfill its obligations under
such Guaranty within five (5) Business Days of providing the Auditor's Determination in an amount which pursuant to the Auditor's
Determination would not result in a Capital Impairment.


 


(iv)      If
a German Guarantor does not provide the Management Notification or the Auditors' Determination within the time frame set out above,
demanding payment under a Guaranty shall not be limited by this Section 6.09, and Section 6.09(b) shall not be applicable
in that regard. In particular, Administrative Agent shall not be obliged to make available to any German Guarantor any proceeds
realized.


 


(d)       Mitigation.
If the Management Notification or the Auditors’ Determination shows that a Capital Impairment would occur upon payment under
a Guaranty, the relevant German Guarantor shall realize all of its assets that are shown in the balance sheet with a book value
(Buchwert) that is significantly lower than the market value of the assets to the extent this is necessary to fulfil its
obligations under any documents evidencing the Obligations to the extent legally permitted in a situation where it does not have
sufficient liquidity to fulfil its liabilities to its creditors if the relevant asset is not necessary for the German Guarantor's
business (nicht betriebsnotwendig). If the relevant assets are necessary for such German Guarantor's business (betriebsnotwendig),
it will use its best efforts to realize the higher market value by sale-and-lease-back or similar measures (if legally permitted).


 


(e)       Improvement
of Financial Condition. If Administrative Agent ascertains that the financial condition of a German Guarantor as set out in
an Auditors' Determination has improved (in particular, if such German Guarantor has taken any action in accordance with the mitigation
provisions set out in Section Error! Reference source not found.(d), Administrative Agent may, at such German Guarantor's
cost and expense, arrange for the preparation of an updated balance sheet of such German Guarantor by applying the same
principles that were used for the preparation of the Auditors’ Determination by the auditors who prepared the Auditors’
Determination in order for such auditors to determine whether (and, if so, to what extent) the Capital Impairment has been cured
as a result of the improvement of the financial condition of such German Guarantor. Administrative Agent may consequently demand
payment under such Guaranty to the extent that the auditors determine that the Capital Impairment has been cured.


 




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(f)       No
waiver. This Section Error! Reference source not found. shall not affect the enforceability (other than as specifically
set out herein), legality or validity of any Guaranty and Administrative Agent is entitled to claim in court that making payments
under such Guaranty by the relevant German Guarantor does not fall within the scope of section 30 of the German Limited Liabilities
Company Act (GmbHG). No reduction of the amount enforceable under any Guaranty pursuant to this Section Error! Reference
source not found. will prejudice the right of Administrative Agent to continue to enforce such Guaranty (subject always
to the operation of the limitations set out above at the time of such enforcement) until full satisfaction of the claims guaranteed.
Administrative Agent’s rights to any remedies it may have against a German Guarantor shall not be limited if it is ascertained
in court by a final non- appealable (rechtskräftig) court order that the limitations contained in this Section Error!
Reference source not found. are not necessary to avoid that the managing directors of the German Guarantor become personally
liable pursuant to section 43 paragraph 3 of the German Limited Liabilities Company Act (GmbHG). The agreement of Administrative
Agent to abstain from demanding any or part of the payment under any Guaranty in accordance with the provisions above shall not
constitute a waiver (Verzicht) of any right granted under this Agreement or any other document evidencing the Obligations
to Administrative Agent.


 


(g)       No
violation. To the extent that a Guaranty was enforced in violation of this Section Error! Reference source not found.,
Administrative Agent being the recipient of such excess proceeds shall be under an obligation to repay such excess amount to the
relevant German Guarantor provided that such German Guarantor presents within 20 Business Days after the date of such enforcement
to Administrative Agent a determination by the Auditors confirming that the enforcement of such German Guarantor's liabilities
has caused a Capital Impairment.


 


SECTION 6.10    
Belgian Guarantor. The obligations and liabilities of a Belgian Guarantor under the Credit Documents, and under Article
VI (Guarantee) in particular, shall be limited at any time to the highest of:


 


(a)       90%
of the Net Assets (Belgian) of such Belgian Guarantor calculated on the basis of its most recent published annual financial statements
available at the Closing Date; and


 


(b)       90%
of the Net Assets (Belgian) of such Belgian Guarantor calculated on the basis of its most recent published annual financial statements
available at the date on which a demand is made on such Belgian Guarantor under this Agreement.


 




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ARTICLE VII


Representations, Warranties and Agreements


 


In order to
induce the Lenders to enter into this Agreement and continue the Loans as provided for herein, the Credit Parties make the following
representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this
Agreement and the making of the Loans:


 


SECTION 7.01    
Status. Each Credit Party (a) is a duly organized or formed and validly existing corporation or other registered entity
in good standing under the laws of the jurisdiction of its organization and has the corporate or other organizational power and
authority to own its property and assets and to transact the business in which it is engaged and (b) has duly qualified and is
authorized to do business and is in good standing in all jurisdictions where it does business or owns assets, except, in the case
of this clause (b), where the failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.


 


SECTION 7.02    
Power and Authority. Each Credit Party has the corporate or other organizational power and authority to execute, deliver
and carry out the terms and provisions of the Credit Documents to which it is a party and has taken all necessary corporate or
other organizational action to authorize the execution, delivery and performance of the Credit Documents to which it is a party.
Each Credit Party has duly executed and delivered the Credit Documents to which it is a party and such Credit Documents constitute
the legal, valid and binding obligation of such Credit Party enforceable against each Credit Party that is a party thereto in accordance
with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and other similar
laws relating to or affecting creditors’ rights generally and general principles of equity (whether considered in a proceeding
in equity or law).


 


SECTION 7.03    
No Violation. None of (a) the execution, delivery and performance by any Credit Party of the Credit Documents to which it
is a party and compliance with the terms and provisions thereof, (b) the consummation of the Transactions, or (c) the consummation
of the other transactions contemplated hereby or thereby on the relevant dates therefor, including the issuance of the Lender Shares,
will (i) contravene any applicable provision of any material Applicable Law of any Governmental Authority, (ii) result in any breach
of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition
of (or the obligation to create or impose) any Lien upon any of the property or assets of any Credit Party (other than Liens created
under the Credit Documents) pursuant to, (A) the terms of the [***]Agreement or the
[***] Agreement (subject to receipt of the [***]Consent and Acknowledgment and
the [***]Consent and Acknowledgment, respectively), (B)the terms of any material indenture, loan agreement, lease agreement,
mortgage or deed of trust, or (C) any Material Contract (other than those referred to in the foregoing clauses (A) or (B)), in
the case of any of clauses (A), (B) and (C) to which any Credit Party is a party or by which it or any of its property or assets
is bound or (iii) violate any provision of the Organization Documents or Permit of any Credit Party, except with respect to any
conflict, breach or contravention or default (but not creation of Liens) referred to in clauses (ii)(B) or (ii)(C), to the extent
that such conflict, breach, contravention or default could not reasonably be expected to have a Material Adverse Effect.


 




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SECTION 7.04    
Litigation, Labor Controversies, etc. There is no pending or, to the knowledge of any Credit Party, threatened, litigation,
action, proceeding or labor controversy (including without limitation, strikes, lockouts or slowdowns against the Credit Parties
or any of their respective Subsidiaries pending or, to the knowledge of any Credit Party, threatened) (a)except as disclosed
in Schedule 7.04, none of which could reasonably be expected to have a Material Adverse Effect, (b) which purports to affect
the legality, validity or enforceability of any Credit Document or the Transactions or (c) relating to any Indebtedness or purported
Indebtedness of any Credit Party or any Subsidiary. There is no outstanding judgment rendered by any court or tribunal against
any Credit Party or any Subsidiary.


 


SECTION 7.05    
Use of Proceeds; Regulations U and X. The proceeds of the Loans are intended to be and shall be used solely for the purposes
set forth in and permitted by Section 8.12. No Credit Party is engaged in the business of extending credit for the purpose
of purchasing or carrying margin stock, and no proceeds of the Loans will be used to purchase or carry margin stock or otherwise
for a purpose which violates, or would be inconsistent with Regulation U or Regulation X.


 


SECTION 7.06    
Approvals, Consents, etc. No authorization or approval or other action by, and no notice to or filing with, any Governmental
Authority or other Person, and no consent or approval under any contract or instrument (other than (a) those that have been duly
obtained or made and which are in full force and effect, or if not obtained or made, individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, (b) the filing of UCC financing statements and other equivalent filings
for foreign jurisdictions, (c) the filings or other actions necessary to perfect Liens under the Credit Documents and (d) any notice
filings relating to the issuance of the Lender Shares, as the case may be, under the Securities Act) is required for the consummation
of the Transactions or the due execution, delivery or performance by any Credit Party of any Credit Document to which it is a party,
or for the due execution, delivery or performance of the Credit Documents, in each case by any of the Credit Parties party thereto.
There does not exist any judgment, order, injunction or other restraint issued or filed with respect to the transactions contemplated
by the Credit Documents, the consummation of the Transactions, the making of the Loans or the performance by the Credit Parties
or any of their respective Subsidiaries of their Obligations under the Credit Documents. Without limiting the foregoing, Borrower
is not required to obtain stockholder approval of this Agreement or the transactions contemplated hereby, including without limitation
the issuance of the Lender Shares, pursuant to the rules of The Nasdaq Stock Exchange applicable to listed companies.


 


SECTION 7.07    
Investment Company Act. No Credit Party is, or will be after giving effect to the Transactions and the transactions contemplated
under the Credit Documents, an “investment company” or a company “controlled” by a Person required to be
registered as an “investment company”, within the meaning of the Investment Company Act of 1940.


 


SECTION 7.08     Accuracy
of Information.


 


(a)       None
of the factual information and data (taken as a whole) at any time furnished by any Credit Party, any of their respective Subsidiaries
or any of their respective authorized representatives in writing to any Agent or any Lender (including all information contained
in the Credit Documents) for purposes of or in connection with this Agreement or any of the Transactions contains any untrue
statement of a material fact or omits to state any material fact necessary to make such information and data (taken as a whole)
not materially misleading, in each case, at the time such information was provided in light of the circumstances under which such
information or data was furnished; provided that, to the extent any such information was based upon or constitutes a forecast
or projection, the Credit Parties represent only that the Credit Parties acted in good faith and utilized assumptions believed
to be reasonable at the time made and due care in the preparation of such information, it being understood that forecast and projections
are subject to uncertainties and contingencies and no assurance can be given that any forecast or projection will be realized.


 




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(b)       The
budget and pro forma financial information provided to the Administrative Agent were prepared in good faith based upon assumptions
believed by the Credit Parties to be reasonable at the time made, it being recognized by the Administrative Agent and the Lenders
that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered
by any such projections may differ from the projected results and such differences may be material.


 


SECTION 7.09    
Financial Condition; Financial Statements. The Historical Financial Statements present fairly in all material respects the
financial position and results of operations of Borrower and its Subsidiaries at the respective dates of such information and for
the respective periods covered thereby, subject in the case of unaudited financial information, to changes resulting from normal
year end audit adjustments and to the absence of footnotes. The Historical Financial Statements and all of the balance sheets,
all statements of income and of cash flow and all other financial information furnished pursuant to Section 8.01 have been
and will for all periods following the Closing Date be prepared in accordance with GAAP consistently applied. All of the financial
information to be furnished pursuant to Section 8.01 will present fairly in all material respects the financial position
and results of operations of Borrower and its Subsidiaries at the respective dates of such information and for the respective periods
covered thereby, subject in the case of unaudited financial information, to changes resulting from normal year end audit adjustments
and to the absence of footnotes. None of the Credit Parties or any of their respective Subsidiaries has any Indebtedness or other
material obligations or liabilities, direct or contingent that, either individually or in the aggregate, has had or could reasonably
be expected to have, a Material Adverse Effect.


 


SECTION 7.10    
Tax Returns and Payments. Each Credit Party and its Subsidiaries has timely filed or caused to be timely filed all material
Tax returns and reports required to have been filed (and all such Tax returns are true complete and correct in all material respects)
and has paid or caused to be paid all material Taxes required to have been paid by it that are due and payable, except Taxes (or
any requirement to file Tax returns with respect thereto) that are being contested in good faith by appropriate proceedings and
for which the Credit Party or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP.
Except as set forth on Schedule 7.10, there are no material proposed or pending tax assessments, deficiencies, audits or
other proceedings. None of the Credit Parties nor any of their Subsidiaries has ever “participated” in a “reportable
transaction” within the meaning of Section 1.6011-4 of the Treasury Regulations. None of the Credit Parties nor any of their
Subsidiaries is a party to any tax sharing or similar agreement. No Tax Lien has been filed and no material claim is being asserted,
with respect to any such Tax, fee, or other charge.


 




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SECTION
7.11     Compliance with ERISA. Each Plan (and each related trust, insurance contract or fund) is in compliance with its
terms and with ERISA, the Code and all Applicable Laws; no Reportable Event has occurred (or is reasonably expected to occur)
with respect to any Plan; each Plan (and each related trust, if any) that is intended to qualify under Section 401(a) of the
Code has received a favorable determination letter from the Internal Revenue Service for all required amendments regarding
its qualification thereunder that considers the law changes incorporated in the Plan sponsor’s most recently expired
remedial amendment cycle determined under the provisions of Rev. Proc. 2007-44, and nothing has occurred subsequent to the
issuance of such determination letter which would prevent, or cause the loss of, such qualification; no Plan is insolvent or
in reorganization or in endangered or critical status within the meaning of Section 432 of the Code or Section 4241 or 4245
of Title IV of ERISA (or is reasonably expected to be insolvent or in reorganization), and no written notice of any such
insolvency or reorganization has been given to any of the Credit Parties, any of their respective Subsidiaries or any ERISA
Affiliate; no Plan is, or is reasonably expected to be, in “at risk” status (as defined in Section 430 of the
Code or Section 303 of ERISA); no Plan (other than a Multiemployer Plan) has failed to satisfy the minimum funding standard
of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or
Section 302(c) of ERISA), or is reasonably expected to do so, and no Plan has applied for or received a waiver of the minimum
funding standard or an extension of any amortization period within the meaning of Section 412 of the Code or Section 302, 303
or 304 of ERISA; no failure to make any required installment under Section 430(j) of the Code with respect to any Plan or to
make any required contribution to a Multiemployer Plan when due has occurred; none of the Credit Parties, any of their
respective Subsidiaries or any ERISA Affiliate has incurred (or is reasonably expected to incur) any liability to or on
account of a Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA
or Section 436(f), 4971, 4975 or 4980 of the Code or has been notified in writing that it will incur any liability under any
of the foregoing Sections with respect to any Plan; no proceedings have been instituted (or are reasonably expected to be
instituted) to terminate or to reorganize any Plan or to appoint a trustee to administer any Plan, and no written notice of
any such proceedings has been given to any of the Credit Parties, any of their respective Subsidiaries or any ERISA
Affiliate; no Lien imposed under the Code or ERISA on the assets of any of the Credit Parties, any of their respective
Subsidiaries or any ERISA Affiliate exists (or is reasonably expected to exist) nor have the Credit Parties, any of their
respective Subsidiaries or any ERISA Affiliate been notified in writing that such a Lien will be imposed on the assets of any
of the Credit Parties, any of their respective Subsidiaries or any ERISA Affiliate on account of any Plan; no action, suit,
proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets of any
Plan (other than routine claims for benefits) is pending, expected or threatened; there has been no violation of the
applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any
fiduciary or disqualified person with respect to any Plan for which any of the Credit Parties, any of their respective
Subsidiaries or any ERISA Affiliate may be directly or indirectly liable; and none of the Credit Parties, any of their
respective Subsidiaries nor any ERISA Affiliate has filed, or is considering filing, an application under the United States
Internal Revenue Service Employee Plans Compliance Resolution System or the Department of Labor’s Voluntary Fiduciary
Correction Program with respect to any Plan, except to the extent that a breach of any of the representations, warranties or
agreements in this Section 7.11 could not result, individually or in the aggregate, in an amount of liability that
would be reasonably expected to have a Material Adverse Effect. No Plan (other than a Multiemployer Plan) has an
Unfunded Current Liability that would, individually or when taken together with any other liabilities referenced in this Section
7.11, be reasonably expected to have a Material Adverse Effect. No employee welfare benefit plan within the meaning of
§3(1) or §3(2)(B) of ERISA of any Credit Party or any of their respective Subsidiaries, provides benefit coverage
subsequent to termination of employment except as required by Title I, Part 6 of ERISA or applicable state insurance laws. No
liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms
are defined in Part I of Subtitle E of Title IV of ERISA has been, or is reasonably expected to be, incurred, except as could
not reasonably be expected to have a Material Adverse Effect. With respect to any Plan that is a Multiemployer Plan, the
representations and warranties in this Section 7.11, other than any made with respect to (a) liability under Section
4201 or 4204 of ERISA or (b) liability for termination or reorganization of such Plans under ERISA, are made to the best
knowledge of the Credit Parties.


 




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SECTION 7.12    
Subsidiaries. None of the Credit Parties has any Subsidiaries other than the Subsidiaries listed on Schedule 7.12.
Schedule 7.12 describes the direct and indirect ownership interest of each of the Credit Parties in each Subsidiary. The
Borrower has no Subsidiaries other than (x) Immaterial Subsidiaries and (y) those Subsidiaries party hereto as Credit Parties.
Each Subsidiary identified by the Borrower as an “Immaterial Subsidiary” qualifies as such under the criteria therefor
set forth in such definition.


 


SECTION 7.13    
Intellectual Property; Licenses, etc. Each Credit Party and each of its Subsidiaries owns, or possesses the right to use,
all of the trademarks, service marks, trade names, Internet domain names, copyrights and copyrightable works, patents, inventions,
trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property
rights, including all registrations and applications to register any of the foregoing and all rights to sue or recover at law or
in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively,
the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. The
conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute,
or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged
in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit
Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting
the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as
specifically set forth on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge
of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights registered or pending
registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Credit
Party and each of its Subsidiaries as of the Closing Date and (ii) all material license agreements or similar arrangements granting
IP Rights of another Person to any Credit Party or any of its Subsidiaries, other than software license agreement for “off-the-shelf”
or “click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Credit Party or any of its
Subsidiaries is subject to any licensing agreement, other than (i) non-exclusive licenses granted to customers in the ordinary
business, or (ii) except as set forth on Schedule 7.13.


 




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SECTION
7.14     Environmental Warranties.


 


 (a)        Except as set forth in Schedule 7.14:




 


(i)       The
Credit Parties, their Subsidiaries and their respective businesses, operations and Real Property are and have at all times during
the Credit Parties’ or their Subsidiaries’ ownership, lease or operation thereof been in material compliance with,
and the Credit Parties and their Subsidiaries have no material liability under, any applicable Environmental Law.


 


(ii)       The
Credit Parties and their Subsidiaries have obtained all material permits, licenses, certificates or authorizations required under
Environmental Law (“Environmental Permits”) and necessary for the conduct of their businesses and operations,
and the ownership, operation and use of their Real Property. The Credit Parties and their Subsidiaries are in material compliance
with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing.


 


(iii)       There
has been no Release or threatened Release or any handling, management, generation, treatment, storage or disposal of Hazardous
Materials in, on, at, under, to, or from any Real Property presently or, to the knowledge of any Credit Party, formerly owned,
leased or operated by any of the Credit Parties, their Subsidiaries or their respective predecessors in interest that has resulted
in, or is reasonably expected to result in, material liability or obligations by any of the Credit Parties under Environmental
Law or result in a material Environmental Claim.


 


(iv)       There
is no material Environmental Claim pending or, to the knowledge of the Credit Parties, threatened against any of the Credit Parties
or their Subsidiaries, or relating to the Real Property currently or formerly owned, leased or operated by any of the Credit Parties
or their Subsidiaries or relating to the operations of the Credit Parties or their Subsidiaries, and, to the knowledge of the Credit
Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the
basis of a material Environmental Claim.


 


(v)       No
person with an indemnity, contribution or other obligation to any of the Credit Parties or their Subsidiaries relating to compliance
with or liability under Environmental Law is in default with respect to any such indemnity, contribution or other obligation.


 


(vi)      No
Real Property owned, leased or operated by the Credit Parties or their Subsidiaries and, to the knowledge of the Credit Parties,
no Real Property or facility formerly owned, leased or operated by any of the Credit Parties or any of their predecessors in interest
is (i) listed or proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (ii)
listed on the Comprehensive Environmental Response, Compensation and Liability Information System promulgated pursuant to CERCLA
or (iii)included on any similar list maintained by any governmental or regulatory authority that indicates that any Credit
Party or Subsidiary has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental
Laws.


 




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(vii) No Lien
has been recorded or, to the knowledge of any Credit Party, threatened under any Environmental Law with respect to any Real Property
of the Credit Parties or their Subsidiaries.


 


(b)       None
of the matters, individually or in the aggregate, disclosed in Schedule 7.14 could reasonably be expected to have a Material
Adverse Effect.


 


(c)       The
Credit Parties and their Subsidiaries have made available to the Administrative Agent all material reports, assessments, audits,
studies and investigations in the possession, custody or control of the Credit Parties and their Subsidiaries concerning Environmental
Claims or compliance with or liability or obligation under Environmental Law, including those concerning the condition of the Real
Property or the existence of Hazardous Materials at Real Property or facilities formerly owned, operated, leased or used by any
of the Credit Parties, their Subsidiaries or their predecessors-in-interest.


 


SECTION 7.15    
Ownership of Properties. Set forth on Schedule 7.15 is a list of all of the Real Property owned or leased by any
of the Credit Parties or their respective Subsidiaries as of the Closing Date, indicating in each case whether the respective property
is owned or leased, the identity of the owner or lessor and the location of the respective property. Each Credit Party owns (a)
in the case of owned Real Property, good and valid fee simple title to such Real Property, (b) in the case of owned personal property,
good and valid title to such personal property, and (c) in the case of leased Real Property or material personal property, valid
and enforceable (except as may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance or other laws applicable
to creditors’ rights generally and by generally applicable equitable principles, whether considered in an action at law or
in equity) leasehold interests (as the case may be) in such leased property, in each case, free and clear in each case of all Liens
or claims, except for Permitted Liens.


 


SECTION 7.16    
No Default. None of the Credit Parties or any of their respective Subsidiaries (a) is in default under or with respect to
the [***]Agreement or the [***]Agreement
or (b) is in default under or with respect to, or a party to, any Contractual Obligation (other than any such Contractual Obligation
referred to in the foregoing clause (a) or in respect of Indebtedness) that could, either individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. On the Closing Date, after giving effect to the Transactions, none of the Credit
Parties or any of their respective Subsidiaries is in default under or with respect to any Contractual Obligation in respect of
Indebtedness or purported Indebtedness.


 


SECTION 7.17    
Solvency. On the Closing Date after giving effect to the Transactions and the other transactions related thereto, Borrower
and its Subsidiaries, on a consolidated basis, are Solvent.


 


SECTION 7.18    
Locations of Offices, Records and Collateral. The address of the principal place of business and chief executive office
of each Credit Party is, and the books and records of each Credit Party and all of its Chattel Paper and records of Receivables
are maintained exclusively in the possession of such Credit Party at, the address of such Credit Party specified in Schedule
7.18 (or, after the Closing Date, in the case of any Credit Parties party to the U.S. Security Agreement, at such other address
permitted by Section 5.3(a)(i) of the U.S. Security Agreement). There is no location at which a Credit Party maintains any
Collateral having a value in excess of $100,000 for any such location other than the locations specified for it in Schedule
7.15 (or, after the Closing Date, in the case of any Credit Parties party to the U.S. Security Agreement, at such other address
permitted by Section 5.3(d) of the U.S. Security Agreement). Except as otherwise agreed by the Administrative Agent, each
leased location of a Credit Party that is the headquarters of any Credit Party, where books and records of any Credit Party are
maintained or where Collateral having value in excess of $100,000 is located, shall be subject to a Collateral Access Agreement
to be provided by the landlord of such leased location in favor of the Collateral Agent.


 




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SECTION
7.19     Compliance with Laws and Permits; Authorizations.


 


(a)       Each
Credit Party and each of its Subsidiaries (a) is in material compliance with all Applicable Laws and Permits and (b) has all requisite
governmental licenses, Permits, authorizations, consents and approvals to operate its business as currently conducted, except in
such instances in which (x) such requirement of Applicable Laws, Permits, government licenses, authorizations or approvals are
being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to have or comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Credit Party has received
any written notice that is outstanding or unresolved to the effect that its operations are not in material compliance with any
Environmental Law or Permit or are the subject of any investigation by any Governmental Authority evaluating whether any cleanup
or other action is needed to respond to a Release or impose further controls on any existing discharge of Hazardous Materials to
the environment.


 


(b)       No
Credit Party, nor any Subsidiary, nor, to the knowledge of the Credit Parties and their Subsidiaries, any director, officer, employee,
agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by any individual or
entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated
Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Investment Ban List, or any similar list enforced
by any other relevant sanctions authority or (iii) located, organized or resident in a Designated Jurisdiction; provided that no
representation shall be made by any German Credit Party to the extent it would violate section 7 of the German Foreign Trade Ordinance
(Außenwirtschaftsverordnung), any provision of Council Regulation (EC) 2271/1996 or any similar applicable anti-boycott
law or regulation binding on that German Credit Party.


 


(c)       The
Credit Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices
Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation in other jurisdictions, and have instituted
and maintained policies and procedures designed to promote and achieve compliance with such laws.


 


SECTION 7.20    
No Material Adverse Effect. Since December 31, 2017, except as disclosed in the Borrower’s Form 10-K filed with the
SEC for the fiscal year ending December 31, 2017 and the Borrower’s Form 10-Q filed with the SEC for each of the fiscal quarters
ending March 30, 2018, June 30, 2018 and September 30, 2018 and any Form 8-K filed by the Borrower with the SEC since September
30, 2018, both immediately before and immediately after giving effect to the Transactions, (a) there has been no Material Adverse
Effect, and (b) there has been no circumstance, event or occurrence, and no fact is known to the Credit Parties that could reasonably
be expected to result in a Material Adverse Effect.


 




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SECTION 7.21    
Contractual or Other Restrictions. Other than the Credit Documents, as set forth in Schedule 7.21 and to the extent
permitted by Section 9.10, no Credit Party or any of its Subsidiaries is a party to any agreement or arrangement or subject
to any Applicable Law that limits its ability to pay dividends to, or otherwise make Investments in or other payments to any Credit
Party, that limits its ability to grant Liens in favor of the Collateral Agent or that otherwise limits its ability to perform
the terms of the Credit Documents..


 


SECTION 7.22    
Collective Bargaining Agreements. Set forth on Schedule 7.22 is a list and description (including dates of termination)
of all collective bargaining or similar agreements between or applicable to any Credit Party or any of its Subsidiaries and any
union, labor organization or other bargaining agent in respect of the employees of any Credit Party or any of its Subsidiaries.


 


SECTION 7.23    
Insurance. The properties of each Credit Party are insured with financially sound and reputable insurance companies not
Affiliates of any Credit Party against loss and damage in such amounts, with such deductibles and covering such risks as are customarily
carried by Persons of comparable size and of established reputation engaged in the same or similar businesses and owning similar
properties in the general locations where such Credit Party operates, in each case as described on Schedule 7.23. As of
the Closing Date, all premiums with respect thereto that are due and payable have been duly paid and no Credit Party has received
or is aware of any notice of violation or cancellation thereof and each Credit Party has complied in all material respects with
the requirements of such policy.


 


SECTION 7.24    
Evidence of Other Indebtedness. Schedule 7.24 is a complete and correct list of each credit agreement, loan agreement,
indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness
or any extension of credit (or commitment for any extension of credit) to, any Credit Party or Subsidiary outstanding on the Closing
Date which will remain outstanding after the Closing Date (other than this Agreement and the other Credit Documents), in each case,
in excess of $100,000 and the aggregate principal or face amount outstanding or that may become outstanding under each such arrangement
as of the Closing Date is correctly described in Schedule 7.24. The aggregate principal amount of all Indebtedness of (and
all commitments for extensions of credit to) the Credit Parties and their Subsidiaries which is not disclosed on Schedule 7.24
by reason of the disclosure threshold set forth in the immediately preceding sentence does not exceed


$250,000.


 


SECTION 7.25    
Deposit Accounts and Securities Accounts. Set forth in Schedule 7.25 is a list as of the Closing Date of all of the
deposit accounts and securities accounts of each Credit Party, including, with respect to each bank or securities intermediary
at which such accounts are maintained by such Credit Party (a) the name and location of such Person and (b) the account numbers
of the deposit accounts or securities accounts maintained with such Person. The Credit Parties have delivered a proposed draft
of the [***]Consent and Acknowledgment to [***],
and upon execution thereof, [***]shall have been instructed to remit any payments owing
to the Credit Parties in connection with the [***]Agreement solely to the Pareteum
Europe Capital One Account. The Credit Parties have instructed [***]to remit any payments
owing to the Credit Parties in connection with the [***]Agreement solely to the Pareteum
Europe Capital One Account.


 




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SECTION 7.26    
Absence of any Undisclosed Liabilities. There are no material liabilities of any Credit Party of any kind whatsoever, whether
accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or set of circumstances
which could reasonably be expected to result in any such liabilities, other than those liabilities provided for or disclosed in
the Historical Financial Statements.


 


SECTION 7.27    
Material Customers. Schedule 7.27 sets forth the twelve (12) largest customers that are engaged in a service contract
with the Borrower and its Subsidiaries for each of the fiscal year ended December 31, 2018 and for the fiscal year to date (“Material
Customers”). Except as set forth on Schedule 7.27, (i) all Material Customers continue to be customers of
the Borrower or any Subsidiary thereof, as the case may be, and none of such Material Customers has reduced materially its business
with the Borrower or any of its Subsidiaries, as the case may be, from the levels achieved during the year ended December 31, 2018
or during the fiscal year to date, and neither the Borrower nor any of its Subsidiaries has any knowledge that such reduction will
occur provided, however, that Administrative Agent and the Lenders acknowledge and agree that the representation contained in this
clause (i) is qualified in its entirety by the fact that the Credit Parties’ business and the business of its Material Customers
are cyclical and subject to market events and, as such, the level of a Material Customer’s business with the Credit Parties
vary in the ordinary course of business; (ii) no Material Customer has terminated its relationship with the Borrower or any Subsidiary
thereof, as the case may be, or, to the knowledge of the Borrower or such Subsidiary, has threatened in writing to do so; (iii)
neither the Borrower nor any Subsidiary thereof is involved in any material claim, dispute or controversy with any Material Customer
and (iv) neither the Borrower nor any Subsidiary thereof is involved in any claim, dispute or controversy with any of its other
customers that could reasonably be expected to have a Material Adverse Effect.


 


SECTION 7.28    
Material Contracts. Schedule 7.28, as updated from time to time pursuant to Section 8.01(g)(viii), sets forth
all Material Contracts of the Credit Parties. As of the Closing Date, all Material Contracts are in full force and effect and no
defaults currently exist thereunder.


 


SECTION 7.29    
Anti-Terrorism Laws. No Credit Party or any Subsidiary is in violation of any Law relating to terrorism or money laundering
(“Anti-Terrorism Laws”), including the Patriot Act and Executive Order No. 13224 on Terrorism Financing,
effective September 24, 2001 (the “Executive Order”). No Credit Party, Subsidiary or agent acting or
benefiting in any capacity in connection with the Loans is (a) a Person that is listed in the Annex to, or is otherwise subject
to the provisions of, the Executive Order, (b) a Person owned or controlled by, or acting for or on behalf of, any Person that
is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order, (c) a Person with whom any Lender
is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d)a Person who commits, threatens
or conspires to commit or supports “terrorism” as defined in the Executive Order, or (e) a Person that is named as
a “specially designated national and blocked person” on the most current list published by the United States Treasury
Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication
of such list. No Credit Party or Subsidiary or, to the Credit Parties’ knowledge, other agents acting or benefiting in any
capacity in connection with the Loans (i) conducts any business or engages in making or receiving any contribution of funds, goods
or services to or for the benefit of any Person described in the preceding sentence, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in any property blocked pursuant to the Executive Order, or (iii) engages in
or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate,
any of the prohibitions set forth in the Anti-Terrorism Laws.


 




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SECTION
7.30     Reserved.


 


SECTION 7.31   
Privacy and Data Security. The Credit Parties and their Subsidiaries are in compliance with all applicable United States
and international privacy and data security laws and regulations including, without limitation, GDPR.


 


SECTION
7.32     Lender Shares.


 


(a)       The
Borrower has reserved out of its duly authorized capital stock the maximum number of shares of Borrower Common Stock issuable as
Lender Shares under the terms of this Agreement. All of the Lender Shares, when issued to the Lenders at the Closing Date or the
Additional Issuance Date, as the case may be, in accordance with the terms of this Agreement, will be duly authorized and validly
issued, fully paid and nonassessable, and will be issued free of preemptive rights. At the Closing Date and the Additional Issuance
Date, the Borrower shall issue, sell, convey and deliver to the Lenders the Closing Date Lender Shares and the Additional Lender
Shares, as the case may be, free and clear of any Liens (other than restrictions on transfer arising under applicable securities
laws).


 


(b)       The
offer, sale and issuance of the Lender Shares in accordance with the terms of this Agreement will be exempt from the registration
requirements of the Securities Act, and will have been registered or qualified (or are exempt from registration and qualification)
under the registration, permit or qualification requirements of all applicable state securities laws.


 


(c)       The
Borrower is not, and has never been, an issuer identified in Rule 144(i)(1) promulgated under the Securities Act.


 


SECTION 7.33    
EEA Financial Institutions. No Credit Party is an EEA Financial Institution.


 


SECTION 7.34    
Dutch Fiscal Unity. As of the Closing Date, any fiscal unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting)
or Dutch VAT (omzetbelasting) purposes in which a Credit Party is included, if any, shall consist of Dutch Credit Parties
only. Each of the Dutch Credit Parties is resident for tax purposes only in its jurisdiction of incorporation.


 




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ARTICLE VIII


Affirmative Covenants


 


The Credit
Parties hereby covenant and agree that on the Closing Date and thereafter, until the Loans, together with interest, Fees and all
other Obligations incurred hereunder (other than Unasserted Contingent Obligations) are paid in full in accordance with the terms
of this Agreement:


 


SECTION 8.01    
Financial Information, Reports, Notices and Information. The Credit Parties will furnish the Administrative Agent and each
Lender copies of the following financial statements, reports, notices and information:


 


(a)       Monthly
Financial Statements. As soon as available and in any event within thirty (30) days after the end of each month, unaudited
(i) consolidated balance sheets of Borrower and its Subsidiaries as of the end of such month, and (ii) consolidated statements
of income and cash flow of Borrower and its Subsidiaries as of the end of such month, in each case, including in comparative form
(both in Dollar and percentage terms) the figures for the corresponding month in the preceding fiscal year of Borrower and in the
then-current Budget for such fiscal year, if applicable, and year-to-date portion of, the immediately preceding fiscal year of
Borrower.


 


(b)       Quarterly
Financial Statements. As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter
of Borrower, (i) unaudited (A) consolidated balance sheets of Borrower and its Subsidiaries as of the end of such fiscal quarter,
and (B) consolidated statements of income and cash flow of Borrower and its Subsidiaries for such fiscal quarter, in each case,
and for the period commencing at the end of the previous fiscal year of Borrower and ending with the end of such fiscal quarter,
including (in each of clause (A) and (B) (if applicable)), in comparative form (both in Dollar and percentage terms) the figures
for the corresponding fiscal quarter in, and year-to-date portion of, the immediately preceding fiscal year of Borrower and in
the then-current Budget for such fiscal year, certified as complete and correct in all material respects by an Authorized Officer
of Borrower, subject to normal year- end adjustments and the absence of footnotes pursuant to the audit required under Section
8.01(c) (provided that such year-end adjustments and footnotes shall not be materially adverse, individually or in the
aggregate, to any Agent or any Lender), and (ii) a management discussion and analysis (with reasonable detail and specificity)
of the results of operations for the fiscal periods reported, including, in comparative form the figures for the corresponding
fiscal quarter in, and year-to-date portion of, the immediately preceding fiscal year of Borrower, and period commencing at the
end of the previous fiscal year of Borrower and ending with the end of such fiscal quarter.


 


(c)       Annual
Financial Statements. As soon as available and in any event within ninety (90) days after the end of each fiscal year of Borrower,
copies of the consolidated balance sheets of Borrower and its Subsidiaries, and the related consolidated statements of income and
cash flows of Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form (both in Dollar and percentage
terms) the figures for the immediately preceding fiscal year and in the then-current Budget for such fiscal year, such consolidated
statements audited and certified without qualification, or exception as to the scope of such audit, by an independent public
accounting firm reasonably acceptable to the Administrative Agent, together with a management discussion and analysis (with reasonable
detail and specificity) of the results of operations for the fiscal periods reported.


 




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(d)       Compliance
Certificates. Concurrently with the delivery of the financial information pursuant to clauses (a), (b) and (c) above, a Compliance
Certificate, executed by an Authorized Officer of the Borrower, (A) certifying that such financial information presents fairly
in all material respects the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance
with GAAP at the respective dates of such information and for the respective periods covered thereby, subject in the case of unaudited
financial information, to changes resulting from normal year-end audit adjustments and to the absence of footnotes, (B) showing
compliance with the Financial Performance Covenants (and, during the continuance of a Consolidated Revenue Testing Period, demonstrating
compliance with Section 9.13(f)), and stating that no Default or Event of Default has occurred and is continuing (or, if
a Default or an Event of Default has occurred, specifying the details of such Default or Event of Default and the actions taken
or to be taken with respect thereto) and containing the applicable certifications set forth in Section 7.09 with respect thereto,
(C) in the case of each Compliance Certificate delivered concurrently with the financial information pursuant to clause (c) above,
specifying any change in the identity of the Subsidiaries as at the end of such fiscal year from the Subsidiaries provided to the
Lenders on the Closing Date or the most recent fiscal year, as the case may be, and (D) in the case of each Compliance Certificate
delivered concurrently with the financial information pursuant to clause (c) above, including (x) an updated Schedule 7.15
and Schedule 7.25 of this Agreement (if applicable) and (y) a written supplement substantially in the form of Schedules
1-5, as applicable, to the Security Agreement with respect to any additional assets and property acquired by any Credit Party after
the date hereof, all in reasonable detail.


 


(e)       Budget.
No later than thirty (30) days after the commencement of each fiscal year of Borrower, the forecasted financial projections for
the then current fiscal year (on a month-by-month basis), in each case (including projections for Consolidated Capital Expenditures,
a projected consolidated income statement and balance sheet of Borrower and its Subsidiaries on a month-by-month basis as of the
end of the then current fiscal year, the related consolidated statements of projected cash flow and projected changes in financial
position and a description of the underlying assumptions applicable thereto), in each case, as customarily prepared by management
of the Credit Parties for their internal use consistent in scope with the financial statements provided pursuant to Section
8.01(c), setting forth the principal assumptions on which such projections are based (such projections, together with the projections
delivered as of the Closing Date pursuant to Section 5.07(b), collectively, the “Budget”).


 


(f)       Defaults;
Litigation. As soon as possible and in any event within five (5) Business Days after an Authorized Officer of any Credit Party
or any of their respective Subsidiaries obtains knowledge thereof, notice from an Authorized Officer of the Borrower of (i) the
occurrence of any event that constitutes a Default or an Event of Default, which notice shall specify the nature thereof, the period
of existence thereof and what action the applicable Credit Parties propose to take with respect thereto (provided, that if the
Credit Parties require more time to determine what action to take with respect thereto, they shall be permitted up to five (5)
additional Business Days to furnish a description of their proposed action to the Administrative Agent), and (ii) (A) the occurrence
of any material adverse development with respect to any litigation, action, proceeding or labor controversy described in
Schedule 7.04 or (B) the commencement of any litigation, action, proceeding or labor controversy of the type and the materiality
described in Section 7.04, and to the extent the Administrative Agent requests, copies of all documentation related thereto.


 




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(g)       Notices.
The Credit Parties shall provide the Administrative Agent with a written notice promptly (and in no event later than five (5) Business
Days after an Authorized Officer of any Credit Party becoming aware of) of the following:


 


(i)       any
pending or threatened (in writing) litigation, action, proceeding or other controversy which purports to affect the legality, validity
or enforceability of any Credit Document, or any other document or instrument referred to in Section 9.07, which notice
shall be signed by an Authorized Officer of the Borrower and shall specify the nature thereof, and what actions the applicable
Credit Parties propose to take with respect thereto, together with copies of all relevant documentation;


 


(ii)       the
commencement of, or any material development in, any litigation, investigation (formal or informal), document request or proceeding
affecting any Credit Party or any Subsidiary thereof, in which (A) the amount of damages claimed is $1,000,000 (or its equivalent
in another currency or currencies) or more, (B) injunctive or similar relief is or may be sought and which, if adversely determined,
could reasonably be expected to have a Material Adverse Effect, (C) the relief sought is or may be an injunction or other stay
of the performance of this Agreement or any other Credit Document or (D) the SEC is involved;


 


(iii)       notice
of any pending or threatened labor dispute, strike, walkout, or union organizing activity with respect to any employees of a Credit
Party;


 


(iv)       notice
of (i) any material default by any Credit Party or Subsidiary under any Material Contract or any other agreement with any Material
Customer or (ii) any termination or non-renewal of any Material Contract or any other agreement with any Material Customer or the
receipt by any Credit Party or Subsidiary of any notice from the other party to any Material Contract or Material Customer of such
party’s intent to terminate or not renew such Material Contract or other agreement;


 


(v)       notice
of the discharge or withdrawal or resignation by Credit Parties’ independent accountants;


 


(vi)      copies
of all amendments, consent letters, waivers or modifications to a Credit Party’s Organization Documents (to the extent permitted
hereunder), or by such Credit Party to any such Person;


 


(vii)     all
significant written final reports submitted to the Credit Parties by its accountants in connection with each annual, interim or
special audit or review of any type of the financial statements or related internal control systems, including any final comment
letters delivered to management and all responses thereto; and


 


 (viii)    notice of entering into any Material Contract following the Closing Date.




 




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(h)       Credit
Documents. As soon as possible and in any event within five (5) Business Days after any Credit Party obtains knowledge of the
occurrence of a breach or default or notice of termination by any party under, or material amendment entered into by any party
to, any Credit Document or any other document or instrument referred to in Section 9.07, a statement of an Authorized Officer
of the Borrower setting forth details of such breach or default or notice of termination and the actions taken or to be taken with
respect thereto and, if applicable, a copy of such amendment.


 


(i)       Management
Letters. Promptly upon, and in any event within five (5) Business Days after, receipt thereof, copies of all “management
letters” submitted to any Credit Party by the independent public accountants referred to in Section 8.01(c) in connection
with each audit made by such accountants.


 


(j)       Bankruptcy,
etc. Immediately upon becoming aware thereof, notice (whether involuntary or voluntary) of the bankruptcy, insolvency, reorganization
of any Credit Party, or the appointment of any trustee in connection with or anticipation of any such occurrence, or the taking
of any step by any Person in furtherance of any such action or occurrence, including the occurrence of a Netherlands Insolvency
Event or German Insolvency Event.


 


(k)       Corporate
Information. Promptly upon, and in any event within five (5) Business Days after, becoming aware of any additional corporate
or limited liability company information of the type delivered pursuant to Section 5.01(d), or of any change to such information
delivered on or prior to the Closing Date or pursuant to this Section 8.01 or otherwise under the Credit Documents, a certificate,
certified to the extent of any change from a prior certification, from the secretary, assistant secretary, managing director (directeur
or bestuurder), managing director (Geschäftsführer), managing member or general partner of such Credit
Party notifying the Administrative Agent of such information or change and attaching thereto any relevant documentation in connection
therewith.


 


(l)       Valuation
Report. Contemporaneously with the delivery of the financial statements required by Section 8.01(b), a report setting
forth the current market valuation of the Loans in form and detail reasonably acceptable to the Administrative Agent and Required
Lenders from a third party valuation agent acceptable to the Administrative Agent and Required Lenders (the cost of which, up to
a maximum amount of $20,000 during any fiscal year of Borrower, shall be paid by the Borrower).


 


(m)       Other
Information. With reasonable promptness, such other information (financial or otherwise) as any Agent on its own behalf or
on behalf of any Lender may reasonably request in writing from time to time.


 


Notwithstanding the foregoing,
the obligations of the Credit Parties in paragraphs (b) and (c) of this Section 8.01 shall be deemed to be satisfied with
respect to any financial statements of the Borrower upon the filing by the Borrower of the Borrower’s Form 10-Q or 10-K,
as applicable, with the SEC and the posting thereof on the SEC’s website within the time periods specified in such paragraphs
(or, in the event that the SEC has granted to the Borrower an extension of the deadline for filing of the Borrower’s 10-Q
or 10-K, as applicable, with the SEC, within the time period specified by the SEC for such extension, but in no event later than
(x) five calendar days after the time period specified in paragraph (b) of this Section 8.01, in the case of the quarterly
financial statements required by such paragraph (b), and (y) fifteen calendar days after the time period specified in paragraph
(c) of this Section 8.01, in the case of the annual financial statements required by such paragraph (c)).


 




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SECTION 8.02    
Books, Records and Inspections. The Credit Parties will, and will cause each of their respective Subsidiaries to, maintain
proper books of record and account, in which entries that are full, true and correct in all material respects and are in conformity
with GAAP (subject to normal year-end adjustments pursuant to the audit required under Section 8.01(c) (provided
that such year-end adjustments shall not be materially adverse, individually or in the aggregate, to any Agent or any Lender))
consistently applied shall be made of all material financial transactions and matters involving the assets and business of the
Credit Parties or such Subsidiary, as the case may be. The Credit Parties will, and will cause each of their respective Subsidiaries
to, permit the Administrative Agent and its representatives and independent contractors to visit and inspect any of its properties,
to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs,
finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Credit Parties;
provided that such visits or inspections shall be at reasonable times during normal business hours, upon reasonable advance
notice to the Credit Parties, but not more often than two (2) times per year (except that none of the limitations in this proviso
shall apply if an Event of Default then exists). Any information obtained by the Administrative Agent pursuant to this Section
8.02 may be shared with the Collateral Agent or any Lender upon the request of such Secured Party. The Administrative Agent
shall give the Credit Parties the opportunity to participate in any discussions with the Credit Parties’ independent public
accountants.


 


SECTION 8.03    
Maintenance of Insurance. The Credit Parties will, and will cause each of their respective Subsidiaries to, at all times
maintain in full force and effect, with insurance companies that the Credit Parties believe (in their reasonable business judgment)
are financially sound and reputable at the time the relevant coverage is placed or renewed, insurance in at least such amounts
and against at least such risks (and with such risk retentions) as are usually insured against in the same general area by companies
engaged in businesses similar to those engaged in by the Credit Parties; and will furnish to the Collateral Agent for further delivery
to the Lenders, upon written request from the Collateral Agent, information presented in reasonable detail as to the insurance
so carried, including (i) endorsements to (A) all “All Risk” policies naming the Collateral Agent, on behalf of the
Secured Parties, as loss payee (or with respect to insurance policies governed by German law, the respective insurance certificate
or confirmation (Sicherungsschein/-bestätigung) and (B) all general liability and other liability policies naming the
Collateral Agent, on behalf of the Secured Parties, as additional insured (or with respect to insurance policies governed by German
law, the respective insurance certificate or confirmation (Sicherungsschein/-bestätigung) and (ii) legends providing
that no cancellation, material reduction in amount or material change in insurance coverage thereof shall be effective until at
least thirty (30) days (ten (10) days with respect to failure to pay premium) after receipt by the Collateral Agent of written
notice thereof (or with respect to insurance policies governed by German law, legends providing that any cancellation, material
reduction in amount or material change in insurance coverage thereof shall require an advance notice in text form by the insurer
to the Collateral Agent as set forth in the insurance certificate or confirmation (Sicherungsschein/-bestätigung).


 




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SECTION 8.04    
Payment of Taxes. The Credit Parties will timely pay and discharge, and will cause each of their respective Subsidiaries
to timely pay and discharge, all Taxes, assessments and governmental charges or levies imposed upon them or upon their income or
profits, or upon any properties belonging to it (including, without limitation, any such amounts described on Schedule 7.10),
prior to the date on which such Tax, assessment or governmental charge is due, and all lawful claims that, if unpaid, could reasonably
be expected to become a Lien having priority over the Collateral Agent’s Liens (other than Permitted Liens) or an otherwise
material Lien upon any properties of the Credit Parties or any of their respective Subsidiaries; provided that none of the
Credit Parties or any of their respective Subsidiaries shall be required to pay any such Tax, assessment, charge, levy or claim
that is being contested in good faith and by proper proceedings that stays execution and as to which such Credit Party has maintained
adequate reserves with respect thereto in accordance with GAAP.


 


SECTION 8.05    
Maintenance of Existence; Compliance with Laws, etc. Each Credit Party will, and will cause its Subsidiaries to, (a) preserve
and maintain in full force and effect its organizational existence (except in a transaction permitted by Section 9.03),
(b) preserve and maintain its good standing under the laws of its state or jurisdiction of incorporation, organization or formation,
and each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign
entity, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and (c)
comply in all material respects with all Applicable Laws, rules, regulations and orders, including without limitation compliance
with safety regulations applicable to the Borrower or any of its Subsidiaries.


 


SECTION
8.06     Environmental Compliance.


 


(a)       Each
Credit Party will, and will cause its Subsidiaries to, comply in all material respects with all Environmental Laws and Environmental
Permits applicable to their business, operations and Real Property; obtain and maintain in full force and effect all material Environmental
Permits applicable to its business, operations and Real Property; and conduct all response, investigation, remediation, cleanup
or monitoring activity required by any governmental or regulatory authority or any applicable Environmental Laws, and in accordance
with, the requirements of any governmental or regulatory authority and applicable Environmental Laws.


 


(b)       Each
Credit Party will, and will cause its Subsidiaries to, do or cause to be done all things required by Environmental Laws to prevent
any Release of Hazardous Materials in, on, at, under, to or from any Real Property owned, leased or operated by any of the Credit
Parties or their Subsidiaries except in full compliance with applicable Environmental Laws or an Environmental Permit, and ensure
that there shall be no Hazardous Materials in, on, at, under or from any Real Property owned, leased or operated by any of the
Credit Parties or their Subsidiaries except those that are present, used, stored, handled and managed in material compliance with
applicable Environmental Laws.


 




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(c)       Each
Credit Party will, and will cause its Subsidiaries to, undertake all actions, including response, investigation, remediation, cleanup
or monitoring actions, necessary, at the sole cost and expense of the Credit Parties, (i) to address any Release of Hazardous Materials
in, on, at, under, to or from any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries as
required pursuant to Environmental Law or the requirements of any governmental or regulatory authority; (ii) to address as may
be required by Environmental Law any environmental conditions relating to any Credit Party, Subsidiary, or their respective business
or operations or to any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries pursuant to
any reasonable written request of the Administrative Agent and, except for information and documents to the extent covered by attorney
client privilege or attorney work product doctrine, share with the Administrative Agent all data, information and reports generated
or prepared in connection therewith; (iii) to keep any Real Property owned, leased or operated by any of the Credit Parties or
their Subsidiaries free and clear of all Liens and other encumbrances pursuant to any Environmental Law, whether due to any act
or omission of any Credit Party, Subsidiary or any other person; and (iv) to promptly notify the Administrative Agent in writing
of: (1) any material Release or threatened Release of Hazardous Materials in, on, at, under, to, or from any Real Property owned,
leased or operated by any of the Credit Parties or their Subsidiaries, except those that are pursuant to and in compliance with
the terms and conditions of an Environmental Permit, (2) any material non- compliance with, or violation of, any Environmental
Law applicable to any Credit Party or Subsidiary, any Credit Party’s or Subsidiary’s business and any Real Property
owned, leased or operated by any of the Credit Parties or their Subsidiaries, (3) any Lien pursuant to Environmental Law imposed
on any Real Property owned, leased or operated by any of the Credit Parties or their Subsidiaries, (4) any response, investigation,
remediation, cleanup or monitoring activity at any Real Property owned, leased or operated by any of the Credit Parties or their
Subsidiaries required to be undertaken pursuant to Environmental Law, and (5) any notice or other communication received by any
Company from any person or governmental or regulatory authority relating to any material Environmental Claim or material liability
or potential liability of any Credit Party or Subsidiary pursuant to any Environmental Law.


 


(d)      If
a Default caused by reason of a breach of Section 7.14 or this Section 8.06 shall have occurred and is not
reasonably curable within 10 days or shall be continuing for more than thirty (30) days without the Credit Parties commencing
activities reasonably likely to cure such Default, the Credit Parties shall, at the written request of the Administrative
Agent, (i) provide to the Administrative Agent within forty-five (45) days after such request, at the expense of the Credit
Parties, an environmental assessment report regarding the matters which are the subject of such Default, including, where
appropriate, any soil and/or groundwater sampling, prepared by a nationally recognized environmental consulting firm
reasonably acceptable to the Administrative Agent and in the form and substance reasonably acceptable to the Administrative
Agent and evaluating the presence or absence of Hazardous Materials and the estimated cost of any compliance or response
action to address such Default and findings; (ii) promptly undertake all actions required by applicable Environmental Law to
address any non-compliance with or violation of Environmental Law; (iii) promptly undertake all response actions required by
Environmental Laws to address any recognized environmental conditions identified in the environmental assessment report to
the reasonable satisfaction of the Administrative Agent; and (iv)permit the Administrative Agent and its representatives
to have access to all Real Property and all facilities owned, leased or operated by any of the Credit Parties and their
Subsidiaries which are the subject of such Default for the purpose of conducting such environmental audits and testing as is
reasonably necessary, including subsurface sampling of soil and groundwater, the cost for which shall be payable by the
Credit Parties.


 




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SECTION
8.07     ERISA.


 


(a)       As
soon as possible and, in any event, within ten (10) days after any Credit Party, any of its Subsidiaries or any ERISA
Affiliate knows or has reason to know of the occurrence of any of the following events, the Borrower will deliver to the
Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth the full details as to such
occurrence and the action, if any, that such Credit Party, such Subsidiary or such ERISA Affiliate is required or proposes to
take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such
Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual
participant’s benefits) or the Plan administrator with respect thereto: (i) the institution of any steps by any Person
to terminate any Plan; (ii) the failure to make a required contribution to any Plan if such failure is sufficient to give
rise to a Lien under Sections 303(k) or 4068 of ERISA or under Section 430(k) of the Code; (iii) the taking of any action
with respect to a Plan which could result in the requirement that any Credit Party furnish a bond or other security to the
PBGC or such Plan; (iv) the occurrence of any event with respect to any Plan which could result in the incurrence by any
Credit Party of any material liability, fine or penalty, notice thereof and copies of all documentation relating thereto; (v)
that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Agents and
Lenders a certificate and notices (if any) concerning such event pursuant to the next clause hereof); (vi) that a
contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the
advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an
event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to
occur with respect to such Plan within the following 30 days; (vii) that a failure to satisfy the minimum funding standard
within the meaning of Section 430 of the Code or Section 303 of ERISA (whether or not waived in accordance with Section
412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) or an application may be or
has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any
required installment payments) or an extension of any amortization period under Section 412, 430 or 431 of the Code or
Section 302, 303 or 304 of ERISA with respect to a Plan; (viii) that a Plan having any material Unfunded Current Liability
has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA (including the giving
of written notice thereof); (ix) that a Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA
or the Code; (x) that proceedings may be or have been instituted to terminate a Plan having an Unfunded Current Liability
(including the giving of written notice thereof); (xi) that a proceeding may be or has been instituted against a Credit
Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a
Plan; (xii) that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to
appoint a trustee to administer any Plan; (xiii) that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has
failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Plan; (xiv) that
any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing
that it will incur) any material liability (including any indirect, contingent or secondary liability) to or on account of a
Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 436(f),
4971, 4975 or 4980 of the Code; or (xv) that any Credit Party, any Subsidiary thereof or any ERISA Affiliate may be
directly or indirectly liable for a violation of the applicable requirements of Section 404 or 405 of ERISA or the exclusive
benefit rule under Section 401(a) of the Code by any fiduciary or disqualified person with respect to any Plan; and


 




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(b)       Promptly
following any request therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party, any of its
Subsidiaries or any ERISA Affiliate may request with respect to any Plan, any notices described in Section 101(l) of ERISA that
any Credit Party, any of its Subsidiaries or any ERISA Affiliate may request with respect to any Plan and any information that
any Credit Party, any of its Subsidiaries or any ERISA Affiliate may request with respect to any Multiemployer Plan in connection
with Section 4221(e) of ERISA; provided, that if any Credit Party, any of its Subsidiaries or any ERISA Affiliate has not requested
such documents or notices from the administrator or sponsor of the applicable Plan, the applicable Credit Party, the applicable
Subsidiary(ies) or the ERISA Affiliate(s) shall promptly make a request for such documents or notices from such administrator or
sponsor and shall provide copies of such documents and notices promptly after receipt thereof.


 


SECTION 8.08    
Maintenance of Properties. Each Credit Party will, and will cause its Subsidiaries to, maintain, preserve, protect and keep
its properties and assets in good repair, working order and condition (ordinary wear and tear excepted and subject to casualty,
condemnation and dispositions permitted pursuant to Section 9.04), and make necessary repairs, renewals and replacements
thereto and will maintain and renew as necessary all licenses, Permits and other clearances necessary to use and occupy such properties
and assets, in each case so that the business carried on by such Person may be properly conducted at all times, except where the
failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


SECTION 8.09    
End of Fiscal Years; Fiscal Quarters. The Credit Parties will, for financial reporting purposes, cause (a) each of their,
and each of their Subsidiaries’ fiscal years to end on December 31 of each year and (b) each of their, and each of their
Subsidiaries’, fiscal quarters to end on dates consistent with such fiscal year-end and Borrower’s past practice.


 


SECTION 8.10    
Additional Guarantors and Grantors. Subject to any applicable limitations set forth in the Security Documents, the Credit
Parties will upon the formation or acquisition thereof (including by division of any existing limited liability company pursuant
to a “plan of division” under the Delaware Limited Liability Company Act) (a) promptly cause any direct or indirect
Subsidiary formed or otherwise purchased or acquired after the Closing Date to execute (i) a joinder to this Agreement pursuant
to which such Subsidiary shall become a party to this Agreement as an additional Guarantor hereunder or another guarantee in form
and substance satisfactory to the Administrative Agent and (ii) a supplement to the Security Agreement in the form of Annex
I to the Security Agreement or another Security Document in form and substance satisfactory to Collateral Agent and (b) deliver
or cause such Subsidiary to deliver such opinions, resolutions, certificates and other documents with respect to such Subsidiary
as are consistent with those delivered by the Credit Parties on the Closing Date under Article V; provided, that,
no Immaterial Subsidiary shall be required to become a Guarantor hereunder.


 




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SECTION 8.11    
Pledges of Additional Stock. Subject to any applicable limitations set forth in the Security Documents, the Credit Parties
will promptly pledge to Collateral Agent for the benefit of the Secured Parties, (i) all the Capital Stock of each Subsidiary formed
or otherwise purchased or acquired after the Closing Date and directly held by a Credit Party and (ii)any promissory notes
executed after the Closing Date evidencing Indebtedness owing to any Credit Party in an amount of $100,000 or more (as to any individual
evidence of Indebtedness) received by the Credit Parties.


 


SECTION 8.12    
Use of Proceeds. The proceeds of the Loans funded on the Closing Date shall be used (i) to make the Fortress Debt Repayment,
(ii) to pay the purchase price owing in connection with Permitted Acquisitions, if any, (iii) to make the Yonder Investment to
the extent permitted hereunder, (iv) for general working capital purposes, and (v) to pay the transaction fees, costs and expenses
incurred directly in connection with the Transactions. The remaining Loans to be funded on other Funding Dates (if any) shall be
used (i) to pay the purchase price owing in connection with Permitted Acquisitions, if any, and (ii) to fund growth capital expenditures
and other growth initiatives, in each case, in accordance with the terms hereunder.


 


SECTION
8.13     Further Assurances.


 


(a)       The
Credit Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other
documents), which may be required under any Applicable Law, or which the Collateral Agent may reasonably request, in order to grant,
preserve, protect and perfect the validity and priority of the security interests created or intended to be created by any Credit
Document, all at the sole cost and expense of the Borrower. If, on any date after the Closing Date, a Subsidiary of Borrower that
was classified as an “Immaterial Subsidiary” prior to such date no longer qualifies as such under the criteria therefor
set forth in such definition, the Borrower shall promptly cause such Subsidiary to become a Guarantor hereunder and the Borrower
and such Subsidiary shall comply with the related requirements set forth in this Agreement, including Sections 8.10 and
8.11 hereunder.


 


(b)       Subject
to any applicable limitations set forth in any applicable Security Document, if any Credit Party acquires a fee simple interest
in Real Property with a fair market value in excess of $1,000,000, the Borrower will notify the Collateral Agent and the Lenders
thereof and will cause such assets to be subjected to a Lien securing the applicable Obligations and will take, and cause the other
Credit Parties to take, such actions as shall be necessary or reasonably requested by the Collateral Agent to grant and/or perfect
such Liens consistent with the applicable requirements of the Security Documents, including actions described in Section 8.13(a),
all at the sole cost and expense of the Borrower; provided that in the case of leasehold interests, no Mortgage shall be
required except to the extent requested by the Administrative Agent in its reasonable discretion. Any Mortgage delivered to the
Collateral Agent in accordance with the preceding sentence shall be accompanied by (A) a policy or policies (or unconditional binding
commitment thereof) of title insurance issued by a nationally recognized title insurance company insuring the Lien of the Mortgage
as a valid Lien (with the priority described therein) on the Real Property described therein, free of any other Liens except as
expressly permitted by Section 9.02, together with such endorsements and reinsurance as the Collateral Agent may
reasonably request, (B) a current A.L.T.A. survey of such Real Property, satisfactory in form and substance to Collateral Agent
and the title insurance company issuing the title policies (or unconditional binding commitments thereof) referenced in (A) above,
which is prepared by a licensed surveyor satisfactory to Collateral Agent, (C) a flood zone determination issued by a national
certification agency to Collateral Agent indicating the flood zone for each Real Property, together with evidence that the mortgagee
under the Mortgage carries flood insurance reasonably satisfactory to Collateral Agent if such Real Property is located in a special
flood hazard area, and (D) if requested by the Collateral Agent, an opinion of local counsel to the applicable Credit Party(ies)
in form and substance reasonably satisfactory to the Collateral Agent.


 




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(c)       Notwithstanding
anything herein to the contrary, if the Collateral Agent determines that the cost of creating or perfecting any Lien on any property
is excessive in relation to the practical benefits afforded to the Lenders thereby, then such property may be excluded from the
Collateral for all purposes of the Credit Documents.


 


(d)       The
Credit Parties shall promptly notify the Administrative Agent if the fair value of the moveable assets owned by any German Credit
Party exceeds the aggregate amount of $100,000.


 


SECTION 8.14    
Collateral Access Agreements. The Credit Parties shall use commercially reasonable efforts to obtain a Collateral Access
Agreement for any leased location of the Credit Parties at the request of the Collateral Agent to the extent required by the U.S.
Security Agreement.


 


SECTION
8.15     Bank Accounts.


 


(a)       On
the Closing Date, the Credit Parties shall have established and delivered to Collateral Agent a Control Agreement with respect
to each of their respective securities accounts, deposit accounts and investment property, each of which is set forth on Schedule
7.25, other than those accounts which are Excluded Accounts. The Credit Parties shall not allow any Collections to be deposited
to any accounts other than those listed on Schedule 7.25 which are subject to a Control Agreement; provided
that so long as no Event of Default has occurred and is continuing, the Credit Parties may establish new deposit accounts, commodities
accounts or securities accounts so long as, prior to or concurrently with the time such account is established: (i) the Credit
Parties have delivered to the Agents an amended Schedule 7.25 including such account and (ii) the Credit Parties have delivered
to Collateral Agent a Control Agreement with respect to such account to the extent such account is not an Excluded Account.


 


(b)       Each
Control Agreement shall provide, among other things, that (i) upon notice (a “Notice of Control”) from
the Collateral Agent, the bank, securities intermediary or other financial institution party thereto will comply with instructions
of the Collateral Agent directing the disposition of funds without further consent by the applicable Credit Party; provided
that the Collateral Agent agrees not to issue a Notice of Control unless an Event of Default has occurred and is then continuing,
and (ii) the bank, securities intermediary or other financial institution party thereto has no rights of setoff or recoupment or
any other claim against the account subject thereto, other than for payment of its service fees and other charges directly
related to the administration of such account and for returned checks or other items of payment. In the event Collateral Agent
issues a Notice of Control under any Control Agreement, all Collections or other amounts subject to such Control Agreement shall
be transferred as directed by the Collateral Agent and used to pay the Obligations in the manner set forth in Section 4.02(d).


 




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(c)       If,
notwithstanding the provisions of this Section 8.15, after the occurrence and during the continuance of an Event of Default,
the Credit Parties receive or otherwise have dominion over or control of any Collections or other amounts, the Credit Parties shall
hold such Collections and amounts in trust for the Collateral Agent and shall not commingle such Collections with any other funds
of any Credit Party or other Person or deposit such Collections in any account other than those accounts set forth on Schedule
7.25 which are subject to a Control Agreement.


 


(d)       Within
five (5) Business Days after written request by Administrative Agent, the Credit Parties shall provide the Collateral Agent with
copies of all monthly (or other, periodic) bank (or other financial intermediary) statements of account with respect to all securities
accounts, deposit accounts and investment property of the Credit Parties.


 


 (e)       The Credit Parties shall cause all amounts paid by [***]and [***]in connection with the [***]Agreement and the [***]Agreement to be remitted to the Pareteum Europe Capital One Account; provided, that, if such amounts are remitted to an account other than the Pareteum Europe Capital One Account, the Credit Parties shall transfer such amounts to the Pareteum Europe Capital One Account no later than the Business Day immediately following such initial deposit.




 


SECTION 8.16    
Annual Lender Meeting. Borrower will, and will cause each of its Subsidiaries to, upon the request by the Required Lenders,
participate in a meeting of the Lenders, so long as no Event of Default or Default under Section 10.01(i) shall have occurred
and be continuing, once each year, and otherwise as frequently as may be required by the Administrative Agent, during each fiscal
year, to be held via teleconference or in person at least once per year, at a time selected by the Administrative Agent and reasonably
acceptable to the Lenders and the Borrower. The purpose of this meeting shall be to present the Credit Parties’ previous
fiscal years’ financial results and to present the Credit Parties’ Budget for the current fiscal year.


 


SECTION 8.17    
Post-Closing Covenants. The Credit Parties shall comply with the requirements set forth on Schedule 8.17 in accordance
with the terms thereof.


 


SECTION 8.18    
Centre of Main Interest. Each Netherlands Subsidiary shall maintain its center of interest in the Netherlands, each Belgian
Guarantor Subsidiary shall maintain its center of interest in Belgium and Interactive shall maintain its center of interest in
Germany for the purposes of the Insolvency Regulation.




 




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SECTION
8.19     Parallel Debt.


 


(a)       Each
Credit Party hereby irrevocably and unconditionally undertakes to pay to the Collateral Agent an amount equal to the aggregate
amount due in respect of the Corresponding Obligations as they may exist from time to time. The payment undertaking of each of
the Credit Parties under this Section 8.19(a) is to be referred to as a “Parallel Debt”.


 


(b)       The
Parallel Debts of each of the Credit Parties will be payable in the currency or currencies of the Corresponding Obligations and
will become due and payable as and when and to the extent one or more of the Corresponding Obligations become due and payable.
An Event of Default in respect of the Corresponding Obligations shall constitute a default (verzuim) within the meaning
of section 3:248 of the Netherlands Civil Code and a default (Verzug) within the meaning of section 286 of the German Civil
Code (Bürgerliches Gesetzbuch) with respect to the Parallel Debts without any notice being required.


 


 (c)        Each of the parties to this Agreement hereby acknowledges that:




 


(i)       each
Parallel Debt constitutes an undertaking, obligation and liability to the Collateral Agent which is separate and independent from,
and without prejudice to, the Corresponding Obligations; and


 


(ii)       each
Parallel Debt represents the Collateral Agent's own separate and independent claim to receive payment of the Parallel Debt,


 


it being understood, in each case,
that pursuant to this Section 8.19(c) the amount which may become payable by each of the Credit Parties as a Parallel Debt shall
never exceed the total of the amounts which are payable under or in connection with the Corresponding Obligations.


 


(d)       The
Collateral Agent hereby confirms and accepts that to the extent the Collateral Agent irrevocably receives any amount in payment
of a Parallel Debt, the Collateral Agent shall distribute that amount among the Secured Parties that are creditors of the relevant
Corresponding Obligations in accordance with Section 4.02(d) of this Agreement. Upon irrevocable receipt by the Collateral
Agent of any amount in payment of a Parallel Debt (a "Received Amount"), the Corresponding Obligations
shall be reduced, if necessary pro rata in respect of the Collateral Agent and each Secured Party individually, by amounts totaling
an amount (a "Deductible Amount") equal to the Received Amount in the manner as if the Deductible Amount
were received by the Collateral Agent and the Secured Parties as a payment of the Corresponding Obligations owed by the relevant
Credit Party on the date of receipt by the Collateral Agent of the Received Amount.


 


(e)       For
the purpose of this Section 8.19 the Collateral Agent acts in its own name and on behalf of itself and not as agent or representative
of any other Secured Party.


 


(f)       Without
limiting or affecting the Collateral Agent ́s rights against the Credit Parties (whether under this Section 8.19 or
under any other provision of the Credit Documents), the Credit Parties acknowledge that (i) nothing in this Section 8.19
shall impose any obligation on the Collateral Agent to advance any sum to any Credit Party or otherwise under any Credit Document
and (ii) for the purpose of any vote taken under any Credit Document, the Collateral Agent shall not be regarded as having any
participation or Commitment.


 




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SECTION
8.20     Legends; Rule 144.


 


(a)       Upon
the request of any holder of Lender Shares, the Company shall remove any restrictive legends under the Securities Act on the certificates
or analogous restrictions on book-entry positions, and shall issue or cause to be issued a certificate (or book entry position)
without such legend or any other legend to the holder of the applicable Lender Shares, or issue or cause to be issued to such holder
by electronic delivery at the applicable balance account at The Depository Trust Company, if (i) such shares are registered for
resale under the Securities Act and such holder is selling pursuant to the effective registration statement registering such shares
for resale, or (ii) such shares are sold or are eligible to be sold in compliance with Rule 144 under the Securities Act without
restriction. Any fees or expenses (with respect to the Borrower’s transfer agent, outside counsel or otherwise) associated
with the removal of such legend shall be borne by the Borrower.


 


(b)       With
a view toward making available to the holders of Lender Shares the benefits of Rule 144 promulgated under the Securities Act and
any other rule or regulation of the SEC that may at any time permit a holder thereof to sell securities to the public without registration,
the Borrower shall (i) use commercially reasonable efforts to make and keep public information available, as those terms are understood
and defined in Rule 144 under the Securities Act; (ii) use commercially reasonable efforts to file with the SEC in a timely manner
all reports and other documents required of the Borrower under the Securities Exchange Act of 1934, as amended, at any time when
the Borrower is subject to such reporting requirements; and (iii) furnish to any holder thereof, promptly upon request, a written
statement by the Borrower as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the
Securities Exchange Act of 1934, as amended, a copy of the most recent annual or quarterly report of the Borrower, and such other
reports and documents so filed or furnished by the Borrower as such holder may reasonably request in connection with the sale of
Lender Shares without registration (in each case to the extent not readily publicly available).


 


SECTION
8.21     Reserved.


 


SECTION
8.22     Sanctions; Anti-Corruption Laws.


 


(a)       No
Credit Party shall (or shall permit any Subsidiary to) directly or indirectly, use any Loan or the proceeds of any Loan, or lend,
contribute or otherwise make available such Loan or the proceeds of any Loan to any Person, to fund any activities of or business
with any Person, or in any Designated Jurisdiction, that, at the time of such funding, is the subject of Sanctions, or in any other
manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender
or otherwise) of Sanctions; provided that no undertaking shall be made by any German Credit Party to the extent it would
violate section 7 of the German Foreign Trade Ordinance (Außenwirtschaftsverordnung), any provision of Council Regulation
(EC) 2271/1996 or any similar applicable anti-boycott law or regulation binding on that German Credit Party.


 


(b)       No
Credit Party shall (or shall permit any Subsidiary to) directly or indirectly, use any Loan or the proceeds of any Loan for any
purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar
anti-corruption legislation in other jurisdictions.


 




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SECTION 8.23    
Board Observation Rights. The Borrower shall allow one (1) representative designated by the Administrative Agent (the “Board
Representative”) to attend in an observer capacity any annual or quarterly meetings of the Board of Directors or any
similar governing body of Borrower. Borrower shall (i) give the Board Representative notice of all such annual and quarterly meetings,
at the same time as furnished to the attendees, directors, officers or stockholders, as applicable, of Borrower, (ii) provide to
the Board Representative all notices, documents and information furnished to the attendees, directors, officers or stockholders,
as applicable, of Borrower, whether at or in anticipation of a meeting, at the same time furnished to such directors, officers,
or stockholders, as applicable; provided, that, with respect to monthly meetings of the Board of Directors, the Borrower
shall only be required pursuant to this clause (ii)to deliver to the Board Representative the monthly information packet provided
to the Board of Directors in connection with such monthly meeting, (iii) provide the Board Representative copies of the minutes
of all such annual and quarterly meetings at the time such minutes are furnished to the attendees of such meeting (if any) and
(iv) reimburse the Board Representative for all reasonable expenses and all reasonable out of pocket expenses related to the foregoing
for the Board Representative. The Board Representative shall be free during the period prior to the meeting to contact the directors
or officers, as applicable, of Borrower and its Subsidiaries and discuss the pending actions to be taken. Notwithstanding the foregoing,
the Board Representative may be excused by the Borrower’s Board of Directors from attending any portion of a board meeting
and certain materials may be withheld or redacted from distribution under this Section 8.19 to the extent that (i) such
attendance or disclosure would jeopardize the Borrower’s ability to assert the attorney-client privilege with respect to
matters discussed or disclosed, or (ii) matters discussed or disclosed relate to a matter involving a conflict of interest with
the Administrative Agent or its Board Representative, in each case as determined by the Borrower’s Board of Directors in
good faith. As of the Closing Date, the Board Representative will be Michael Bogdan, provided, however, that the Administrative
Agent shall be entitled to designate a different representative to serve as Board Representative from time to time in its reasonable
discretion.


 


SECTION 8.24    
Privacy and Data Security. The Credit Parties and their Subsidiaries shall, at all times, remain in compliance with all
United States and international privacy and data security laws and regulations including, without limitation, GDPR.


 


SECTION 8.25    
Dutch Fiscal Unity. Any fiscal unity (fiscale eenheid) for Dutch corporate income tax (vennootschapsbelasting)
purposes in which a Credit Party is included, if any, shall consist of Dutch Credit Parties only, unless with the prior written
consent of the Administrative Agent.


 


SECTION 8.26    
Additional Lender Shares. On the Additional Issuance Date, the Borrower shall issue the Additional Lender Shares and deliver,
or cause to be delivered, to the Administrative Agent on such Additional Issuance Date, an executed irrevocable instruction letter
to the Borrower’s transfer agent, in form and substance acceptable to the Administrative Agent, providing for the issuance
of the Additional Lender Shares, in each case to the Lenders, with each Lender being issued a number of Additional Lender Shares
proportionate to the aggregate principal amount of Commitments held by each such Lender on the Additional Issuance Date as a percentage
of the Commitments held by all Lenders on the Additional Issuance Date, with such adjustments to reflect rounding or other adjustments
as the Administrative Agent may agree.


 




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ARTICLE IX


Negative Covenants


 


The Credit
Parties hereby covenant and agree that until the Loans, together with interest, Fees and all other Obligations incurred hereunder
(other than Unasserted Contingent Obligations) are paid in full in accordance with the terms of this Agreement:


 


SECTION 9.01    
Limitation on Indebtedness. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly,
create, incur, issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise
with respect to any Indebtedness, except for:


 


 (a)       Indebtedness in respect of the Obligations;




 


(b)       Indebtedness
existing as of the Closing Date which is identified on Schedule 7.24 and which is not otherwise permitted by this Section
9.01, and any Refinancing Indebtedness in respect of such Indebtedness;


 


(c)       unsecured
Indebtedness incurred by the Borrower or any other Credit Party that is (i) incurred in the ordinary course of business of such
Credit Party and its Subsidiaries in respect of open accounts extended by suppliers on normal trade terms in connection with purchases
of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90)
days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Credit
Party and (ii) in respect of performance, surety or appeal bonds provided in the ordinary course of business and consistent with
past practice, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect
thereof;


 


(d)       Indebtedness
incurred by the Borrower or any other Credit Party (i) evidencing the deferred purchase price of newly acquired property or incurred
to finance the acquisition of equipment of such Credit Party and its Subsidiaries (pursuant to purchase money mortgages or otherwise,
whether owed to the seller or a third party) used in the ordinary course of business of such Credit Party and its Subsidiaries
(provided that such Indebtedness is incurred within ninety (90) days of the acquisition of such property), and (ii) constituting
Capitalized Lease Obligations; provided that the principal amount of such Indebtedness under clauses (i) and


(ii) shall not exceed $2,000,000
in the aggregate at any one time outstanding;


 


(e)       Guarantee
Obligations of any Credit Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary of the
Borrower which is a Credit Party;


 


(f)       non-recourse
Indebtedness incurred by the Borrower or any Credit Party to finance the payment of insurance premiums;


 




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(g)       intercompany
Indebtedness (i) between any Credit Parties, (ii) or by any Credit Party owing to any Subsidiary that is not a Credit Party, so
long as such Indebtedness is subject to a subordination agreement (or evidenced by a note which includes subordination terms) in
form and substance satisfactory to Collateral Agent, (B) between any Subsidiaries that are not Credit Parties, and (iii) by any
Subsidiary that is not a Credit Party owing to any Credit Party in an aggregate amount not to exceed, when combined with the aggregate
amount of Investments made pursuant to Section 9.05(d)(i), $100,000;


 


(h)       the
endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;


 


(i)       Indebtedness
in respect of netting services, overdraft protection and otherwise in connection with deposit accounts or similar accounts incurred
in the ordinary course of business;


 


(j)       Indebtedness
owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or
liability insurance to the Borrower or any Subsidiary incurred in connection with such Person providing such benefits or insurance
pursuant to customary reimbursement or indemnification obligations to such Person;


 


(k)       Indebtedness
in respect of surety bonds, performance bonds and similar instruments issued in an aggregate amount not to exceed (i) $250,000
in respect of each such surety bond, performance bond and similar instrument or (ii) $1,000,000 in respect of all such surety bonds,
performance bonds and similar instruments in the aggregate;


 


(l)       Indebtedness
relating to judgments, including appeal bonds, or awards not constituting an Event of Default under Section 10.01(g);


 


(m)      Indebtedness
representing letters of credit for the account of any Credit Party intended to provide security for payment obligations in the
ordinary course of business; and


 


(n)       other
unsecured Indebtedness of the Borrower or any other Credit Party in an aggregate amount at any time outstanding not to exceed $500,000.


 


SECTION 9.02    
Limitation on Liens. Each Credit Party will not, and will not permit any of its Subsidiaries to, directly or indirectly,
create, incur, assume or suffer to exist any Lien upon any property or assets of any kind (real or personal, tangible or intangible)
of any such Person (including its Capital Stock), whether now owned or hereafter acquired, except for the following (collectively,
the “Permitted Liens”):


 


 (a)       Liens securing payment of the Obligations;




 


(b)       Liens
existing as of the Closing Date and disclosed in Schedule 9.02 securing Indebtedness permitted under Section 9.01(b),
and Refinancing Indebtedness in respect of such Indebtedness; provided that no such Lien shall encumber any additional property
and the amount of Indebtedness secured by such Lien shall not be increased or its term extended from that existing on the
Closing Date (as such Indebtedness may be permanently reduced subsequent to the Closing Date) except to the extent permitted by
Section 9.01(b);


 




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(c)       Liens
securing Indebtedness of the type permitted under Section 9.01(d); provided that (i) such Lien is granted within
ninety (90) days after such Indebtedness is incurred,


(ii) the Indebtedness secured thereby
does not exceed the lesser of the cost and the fair market value of the applicable property, improvements or equipment at the time
of such acquisition (or construction) and (iii) such Lien secures only the assets that are the subject of the Indebtedness referred
to in such clause and the proceeds thereof;


 


(d)       Liens
arising by operation of law in favor of carriers, warehousemen, mechanics, materialmen and landlords incurred in the ordinary course
of business for amounts not yet overdue or being diligently contested in good faith by appropriate proceedings that stay execution
of such Lien and for which adequate reserves in accordance with GAAP shall have been established on its books;


 


(e)       Liens
incurred or deposits made in the ordinary course of business in connection with worker’s compensation, unemployment insurance
or other forms of governmental insurance or benefits, or to secure performance of tenders, statutory obligations, bids, leases
or other similar obligations (other than for borrowed money) entered into in the ordinary course of business or to secure obligations
on surety, appeal or performance bonds; with respect to Interactive this shall include security created or subsisting in order
to comply with the requirements of Section 8a of the German Partial Retirement Act (Altersteilzeitgesetz) and of Section
7e of the German Social Security Code IV (Sozialgesetzbuch IV);


 


(f)       judgment
Liens which do not otherwise result in an Event of Default under Section 10.01(g);


 


(g)       easements,
rights-of-way, zoning restrictions, minor defects or irregularities in title and other similar encumbrances not interfering in
any material respect with the value or use of the property to which such Lien is attached;


 


(h)       Liens
for Taxes, assessments or other governmental charges or levies not yet due and payable, or that are being diligently contested
in good faith by appropriate proceedings that stays execution and for which adequate reserves in accordance with GAAP shall have
been established on its books;


 


(i)       Liens
arising in the ordinary course of business by virtue of any contractual, statutory or common law provision relating to banker’s
Liens, rights of set-off or similar rights and remedies covering deposit or securities accounts (including funds or other assets
credited thereto) or other funds maintained with a depository institution or securities intermediary, so long as the applicable
provisions of Section 8.15 have been complied with, in respect of such deposit accounts;


 


(j)       any
interest or title of a lessor, licensor or sublessor under any lease, license or sublease (and precautionary UCC filings with respect
thereto) entered into by any such Credit Party or Subsidiary in the ordinary course of its business and covering only the assets
so leased, licensed or subleased;


 




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(k)       Liens
solely on any cash earnest money deposits made by such Person in connection with any letter of intent or purchase agreement permitted
hereunder;


 


(l)       Liens
of sellers of goods to such Person arising under Article II of the Uniform Commercial Code or similar provisions of Applicable
Law in the ordinary course of business, covering only the goods sold or securing only the unpaid purchase price of such goods and
related expenses to the extent such Indebtedness is permitted hereunder;


 


(m)       Liens
on insurance policies and the proceeds thereof securing the financing of premiums with respect thereto to the extent such financing
is permitted under Section 9.01(h);


 


(n)       Liens
(including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits
so long as the applicable provisions of Section 8.15 have been complied with;


 


(o)       deposits
to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds,
letters of credit and other obligations of a like nature, in each case in the ordinary course of business; and


 


(p)       other
Liens with respect to which the aggregate amount of the obligations secured thereby does not exceed $100,000.


 


Notwithstanding anything to the
contrary set forth in this Section 9.02, in no event shall any Credit Party create, incur, assume or suffer to exist any Lien (other
than Liens in favor of the Collateral Agent pursuant to the Credit Documents) upon the rights of any Credit Party or Subsidiary
under any Material Contract (including without limitation, the [***]Agreement) or any
accounts receivable, Collections or proceeds arising thereunder or with respect thereto.


 


SECTION 9.03    
Consolidation, Merger, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to liquidate or dissolve,
consolidate with, or merge into or with, any other Person or purchase or otherwise acquire all or substantially all of the assets
of any Person (or any division thereof); provided that (a) any Credit Party (other than the Borrower) or Subsidiary of any
Credit Party may liquidate or dissolve voluntarily into, and may merge with and into, the Borrower (so long as the Borrower is
the surviving entity), (b) any Guarantor may liquidate or dissolve voluntarily into, and may merge with and into any other Guarantor
organized under the laws of the same jurisdiction, (c) the assets or Capital Stock of any Credit Party may be purchased or otherwise
acquired by the Borrower, (d) the assets or Capital Stock of any Guarantor may be purchased or otherwise acquired by any Credit
Party, and (e) the assets of any Subsidiary that is not a Credit Party may be purchased or otherwise acquired by any Credit Party.


 


SECTION 9.04    
Permitted Dispositions. Each Credit Party will not, and will not permit any of its Subsidiaries, to make a Disposition,
or enter into any agreement to make a Disposition, of such Credit Party’s or such other Person’s assets (including
accounts receivable and Capital Stock of Subsidiaries) to any Person in one transaction or a series of related transactions unless
such Disposition:


 




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(a)       is
in the ordinary course of its business and is of obsolete, surplus or worn out property or property no longer used in its business;
or


 


(b)       is
made as a consequence of any loss, damage, distribution or other casualty or any condemnation or taking of such assets by eminent
domain proceedings, provided, that the proceeds thereof are applied in accordance with this Agreement; or


 


 (c)        is for fair market value and the following conditions are met:




 


(i)       with
the exception of the United Telecom Disposition, the aggregate amount of Dispositions during any fiscal year shall not exceed [***]
and the amount of any single Disposition shall not exceed [***];


 


(ii)       immediately
prior to and immediately after giving effect to such Disposition, no Default or Event of Default shall have occurred and be continuing
or would result therefrom;


 


(iii)       the
Borrower applies any Net Disposition Proceeds arising therefrom pursuant to Section 4.02(a)(ii); and


 


(iv)       no
less than [***]percent ([***]%) of the consideration received for such sale, transfer, lease, contribution or conveyance
is received in cash;


 


 (d)      is a sale of Inventory in the ordinary course of business;




 


(e)       is
a sale or disposition of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar
replacement equipment, or the proceeds of such Dispositions are reasonably promptly applied to the purchase price of similar replacement
equipment, all in the ordinary course of business in accordance with Section 4.02(a)(ii);


 


(f)       is
an abandonment, failure to renew, or other disposition in the ordinary course of business of any intellectual property that is
not material to the conduct of the business of any Credit Party or any Subsidiary of such Credit Party;


 


 (g)       is otherwise permitted by Section 9.03, Section 9.05(d) or Section 9.05(h);




 


(h)       is
by (i) any Credit Party or Subsidiary thereof to the Borrower, (ii) any Subsidiary of a Credit Party (other than the Borrower)
to any Credit Party, (iii) any Credit Party (other than the Borrower) to another Credit Party, or (iv) by any Subsidiary that is
not a Credit Party to any other Subsidiary that is not a Credit Party;


 


 (i)        consists of the granting of Permitted Liens;




 


 (j)        consists of a Disposition of cash or Cash Equivalents;




 


(k)       is
a sale or discount of accounts receivable arising in the ordinary course of business in connection with the collection thereof;


 




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(l)       consists
of the leasing (pursuant to leases entered into in the ordinary course of business) or licensing of real or personal property in
the ordinary course of business;


 


(m)       is
a disposition of Real Property to a Governmental Authority that results from a condemnation; provided, that the proceeds thereof
are applied in accordance with this Agreement; or


 


(n)       is
a disposition of Transferred Receivables for cash by Borrower or Pareteum Europe to [***]pursuant to the [***]Agreement
consistent with past practice, provided, that all payments and other amounts payable by [***]in respect of each such disposition
are remitted directly by [***]to the Pareteum Europe Capital One Account in accordance with the [***]Consent and
Acknowledgment.


 


Notwithstanding anything to the
contrary set forth in this Section 9.04, in no event shall any Credit Party sell, transfer, assign or otherwise dispose
of (other than in connection with (i) the grant of a Lien in favor of the Collateral Agent pursuant to the Credit Documents, (ii)
the sale of Transferred Receivables in accordance with Section 9.04(n) or (iii) the United Telecom Disposition in accordance
with Section 9.04(c)) any of its rights under or in respect of any Material Contract (including without limitation, the
[***]Agreement) or any accounts receivable, Collections or proceeds arising thereunder
or with respect thereto. The Collateral Agent and the Lenders hereby agree that the security interest of the Collateral Agent in
a Transferred Receivable proposed to be sold by Borrower or Pareteum Europe to [***]under the [***]Agreement shall be deemed to
be automatically released upon [***]committing to purchase such Transferred Receivable in accordance with the terms of the [***]Agreement.


 


SECTION 9.05    
Investments. Each Credit Party will not, and will not permit any of its Subsidiaries to, purchase, make, incur, assume or
permit to exist any Investment in any other Person, except:


 


 (a)       Investments existing on the Closing Date and identified in Schedule 9.05;




 


 (b)       Investments in cash and Cash Equivalents;




 


(c)       Investments
received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with, customers
and suppliers, in each case in the ordinary course of business;


 


(d)       Investments
by way of contributions to capital or purchases of Capital Stock (i) by any Credit Party in any of its Subsidiaries that are Credit
Parties or by any Subsidiary that is not a Credit Party in any Credit Party; provided that such Credit Party or such Subsidiary
shall be required to comply with Section 9.01(g)(i) in the event such Investment constitutes Indebtedness of the party making
such Investment, (ii) by any Credit Party in any Subsidiary that is not a Credit Party in an aggregate amount at any time not to
exceed, when combined with the aggregate principal amount of Indebtedness incurred pursuant to Section 9.01(g)(iii), $100,000,
and (iii) by any Subsidiary that is not a Credit Party in another Subsidiary that is not a Credit Party;


 




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(e)       Investments
constituting (i) accounts receivable arising, (ii) trade debt granted, or (iii) deposits made in connection with the purchase price
of goods or services, in each case in the ordinary course of business;


 


(f)       Investments
consisting of any deferred portion of the sales price received by any Credit Party in connection with any Disposition permitted
under Section 9.04;


 


(g)       other
Investments made by the Credit Parties in an aggregate principal amount at any time not to exceed $500,000;


 


 (h)        intercompany Indebtedness permitted pursuant to Section 9.01(i);




 


(i)       the
maintenance of deposit accounts in the ordinary course of business so long as the applicable provisions of Section 8.15
have been complied with in respect of such deposit accounts;


 


 (j)       Guarantee Obligations to the extent permitted by Section 9.01(e);




 


(k)       loans
and advances to officers, directors and employees of any Credit Party for reasonable and customary business related travel expenses,
entertainment expenses, moving expenses and similar expenses, in each case incurred in the ordinary course of business, in an aggregate
principal amount at any time not to exceed $100,000;


 


(l)       Investments
consisting of loans made in lieu of Restricted Payments which are otherwise permitted under Section 9.06;


 


 (m)      Permitted Acquisitions; and




 


(n)       Deposits,
prepayments and other credits to suppliers and deposits in connection with lease obligations, taxes, insurance and similar items,
in each case made in the ordinary course of business and securing contractual obligations of a Credit Party, in each case to the
extent constituting a Permitted Lien; and


 


(o)       the
Yonder Investment; provided, that, for the avoidance of doubt, the Borrower shall take such actions with respect to the
promissory note evidencing such Yonder Investment as required by the Security Agreement within the time frames set forth therein.


 


provided that no Investment
otherwise permitted under clauses (d)(ii), (f), (g), (k) or (o) shall be permitted to be made if any Default or Event of Default
has occurred and is continuing or would result therefrom.


 


SECTION 9.06    
Restricted Payments. Each Credit Party will not, and will not permit any of its Subsidiaries, to make any Restricted Payment,
or make any deposit for any Restricted Payment, other than:


 


(a)       Restricted
Payments by any Subsidiary of a Credit Party to (i) its direct parent, so long as such parent is a Credit Party and a direct or
indirect wholly-owned subsidiary of the Borrower or (ii) the Borrower; and


 




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(b)       Restricted
Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional
shares of such Capital Stock (other than Disqualified Capital Stock).


 


SECTION 9.07    
Prepayments and Modification of Certain Agreements. Each Credit Party will not, and will not permit any of its Subsidiaries
to:


 


(a)       Except
as expressly permitted by Section 9.06, make any payment on account of Indebtedness that has been contractually subordinated
in right of payment to the Obligations if such payment is not permitted at such time under the subordination terms and conditions
applicable thereto.


 


(b)       Consent
to any amendment, supplement, waiver or other modification of, or enter into any forbearance from exercising any rights with respect
to the terms or provisions contained in (i) any Organization Documents, in each case, other than any amendment, supplement, waiver,
termination, modification or forbearance (A) that is not materially adverse to the Secured Parties and (B) notice of which was
received by the Administrative Agent at least ten (10) Business Days' (or such shorter period as the Administrative Agent may permit
in its sole discretion) prior to its effectiveness, (ii) any document, agreement or instrument evidencing or governing any Indebtedness
that has been subordinated to the Obligations in right of payment or any Liens that have been subordinated in priority to the Liens
of the Administrative Agent unless such amendment, supplement, waiver or other modification is permitted under the terms of the
subordination agreement applicable thereto, or (iii) the [***]Agreement, any Material Contract or any other agreement with
any Material Customer, in each case, other than any amendment, supplement, waiver or modification (A) that is not adverse to the
Secured Parties and (B) notice of which was received by the Administrative Agent at least ten (10) Business Days' (or such shorter
period as the Administrative Agent may permit in its sole discretion) prior to its effectiveness.


 


SECTION 9.08    
Sale and Leaseback. Each Credit Party will not, and will not permit any of its Subsidiaries, directly or indirectly, to
enter into any agreement or arrangement providing for the sale or transfer by it of any property (now owned or hereafter acquired)
to a Person and the subsequent lease or rental of such property or other similar property from such Person.


 


SECTION 9.09    
Transactions with Affiliates. Except as set forth on Schedule 9.09, each Credit Party will not, and will not permit
any of its Subsidiaries, to enter into or cause or permit to exist any arrangement, transaction or contract (including for the
purchase, lease or exchange of property or the rendering of services) with any Affiliate (other than arrangements, transactions
or contracts solely among the Credit Parties) except (a) on fair and reasonable terms no less favorable to such Credit Party or
such Subsidiary than it could obtain in an arm’s-length transaction with a Person that is not an Affiliate, (b) any transaction
expressly permitted under Section 9.01(g), Section 9.03, Section 9.05(d), Section 9.05(h), Section
9.05(j), Section 9.05(k) or Section 9.06, (c) so long as it has been approved by the Borrower’s or its
applicable Subsidiary’s Board of Directors in accordance with Applicable Law, (i) customary fees to, and indemnifications
of, non-officer directors of the Credit Parties and their respective Subsidiaries pursuant to Section 9.06(a) or (ii) the
payment of reasonable and customary compensation and indemnification arrangements and benefit plans for officers and employees
of the Credit Parties and their respective Subsidiaries in the ordinary course of business, and (d) transactions among Subsidiaries
that are not Credit Parties in the ordinary course of business.


 




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SECTION 9.10    
Restrictive Agreements, etc. Each Credit Party will not, and will not permit any of its Subsidiaries, to enter into any
agreement (other than a Credit Document) prohibiting:


 


(a)       the
creation or assumption of any Lien upon its properties, revenues or assets, whether now owned or hereafter acquired;


 


(b)       the ability of such Person to amend
or otherwise modify any Credit Document; or


 


 (c)       the ability of such Person to make any payments, directly or indirectly, to the Borrower, including by way of dividends, advances, repayments of loans, reimbursements of management and other intercompany charges, expenses and accruals or other returns on investments.




 


The foregoing prohibitions
shall not apply to customary restrictions of the type described in clause (a) above (which do not prohibit the Credit Parties
from complying with or performing the terms of this Agreement and the other Credit Documents) which are contained in any
agreement, (i)       governing any Indebtedness permitted by Section 9.01(d) as to
the transfer of assets financed with the proceeds of such Indebtedness, (ii) for the creation or assumption of any Lien on
the sublet or assignment of any leasehold interest of any Credit Party or any of its Subsidiaries entered into in the
ordinary course of business, (iii) for the assignment of any contract or licensed intellectual property entered into by any
Credit Party or any of its Subsidiaries in the ordinary course of business or (iv) for the transfer of any asset pending the
close of the sale of such asset pursuant to a Disposition permitted under this Agreement.


 


SECTION 9.11    
Hedging Agreements. Each Credit Party will not, and will not permit any of its Subsidiaries to, enter into any Hedging Agreement,
except (a) Hedging Agreements entered into to hedge or mitigate risks to which such Credit Party or such Subsidiary has actual
exposure (other than those in respect of Capital Stock) and (b) Hedging Agreements entered into in order to effectively cap, collar
or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect
to any interest-bearing liability or investment of such Credit Party or such Subsidiary.


 


SECTION 9.12    
Changes in Business and Fiscal Year. Each Credit Party will not, and will not permit any of its Subsidiaries to:


 


(a)       engage
in any business activity other than such business activities described on Schedule 9.12 and business activities incidental
or reasonably related thereto; or


 


 (b)       modify or change its fiscal year or its method of accounting (other than (i)as may be required to conform to GAAP, or (ii) to the extent consented to by the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)).




 




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SECTION
9.13     Financial Covenants. The Credit Parties will not permit:


 


 (a)       Liquidity. Liquidity of the Credit Parties to be less than $2,000,000 at any time.




 


(b)       Maximum
Total Leverage Ratio. The Total Leverage Ratio, as of the last day of each fiscal quarter, to be greater than the amount
set forth below opposite such fiscal quarter:


 


	Fiscal Quarter Ending	Total Leverage Ratio
	March 31, 2019	[***]:1.00
	June 30, 2019	[***]:1.00
	
        September 31, 2019 and each

        fiscal quarter thereafter
	[***]:100


 


(c)       Minimum
Current Assets to Debt Ratio. The Current Assets to Debt Ratio, as of the last day of each fiscal quarter, to be less than
[***]to 1.00.


 


(d)       Maximum
Churn Rate. (A) the Churn Rate, as of the last day of each fiscal quarter, to be greater than [***]percent ([***]%);
provided, however, that, the Borrower’s failure to comply with such maximum Churn Rate covenant during any
fiscal quarter ending on or before December 31, 2019 shall not constitute a Default or Event of Default hereunder so long as the
Borrower maintains compliance with Section 9.13(f) hereunder.


 


(e)       Minimum
Adjusted EBITDA. The Adjusted EBITDA, as of the last day of each fiscal quarter, to be less than the amount set forth below
opposite such fiscal quarter:


 


	Fiscal Quarter Ending	Adjusted EBITDA
	March 31, 2019	$[***]
	June 30, 2019	$[***]
	September 31, 2019	$[***]
	December 31, 2019	$[***]
	March 31, 2020	$[***]
	June 30, 2020	$[***]
	September 31, 2020	$[***]
	December 31, 2020	$[***]
	March 31, 2021	$[***]
	June 30, 2021	$[***]
	September 31, 2021	$[***]
	December 31, 2021	$[***]


 


(f)       Minimum
Consolidated Revenue. The Consolidated Revenue, during the continuance of a Consolidated Revenue Testing Period, as of the
last day of each fiscal quarter set forth below, to be less than the amount set forth below opposite such fiscal quarter, commencing
with the fiscal quarter immediately preceding the commencement of such Consolidated Revenue Testing Period:


[***]




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	Fiscal Quarter Ending	Consolidated Revenue
	March 31, 2019	$[***]
	June 30, 2019	$[***]
	September 31, 2019	$[***]
	December 31, 2019	$[***]


 


SECTION 9.14     Reserved.


 


SECTION 9.15     Dutch
Fiscal Unity. The Dutch Credit Parties shall not change their residence for tax purposes unless with the prior written consent
of the Administrative Agent.


 


ARTICLE X


Events of Default


 


SECTION 10.01    Listing of Events of Default.Each of the following events or occurrences described in this Section 10.01 shall
constitute an “Event of Default”:


 


(a)       Non-Payment
of Obligations. The Borrower shall default in the payment of:


 


 (i) any principal of any Loan when such amount is due; or




 


(ii) any interest on any Loan and such
default shall continue unremedied for a period of two (2) Business Days after such amount is due; or


 


(iii)       any
fee described in Article III or any other monetary Obligation, and such default shall continue unremedied for a period of
three (3) Business Days after such amount is due.


 


(b)       Breach
of Representations or Warranties. Any representation or warranty by any Credit Party made or deemed to be made in any Credit
Document (including any certificates delivered pursuant to Article V), is or shall be incorrect when made or deemed to have
been made.


 


(c)       Non-Performance
of Certain Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under Section 8.01, Section 8.02, Section 8.03, Section 8.04, Section 8.05 (solely with respect to such Credit Party’s existence
in its jurisdiction of organization), Section 8.10, Section 8.11, Section 8.12, Section 8.13, Section 8.15, Section 8.17, Section
8.18, Section 8.20 or Section 8.23 or Article IX, or any Credit Party shall default in the due performance or observance of its
obligations under any covenant applicable to it under any Security Document (subject to any grace or cure period specified in such
Security Document).


 


(d)       Non-Performance
of Other Covenants and Obligations. Any Credit Party shall default in the due performance or observance of any of its obligations
under Section 8.05 (solely with respect to such Credit Party’s maintenance of good standing in its jurisdiction of
organization), Section 8.06, Section 8.07 or Section 8.16, and such default shall continue unremedied for
a period of ten (10) days after the occurrence thereof.


 




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(e)       Non-Performance
of Other Covenants and Obligations. Any Credit Party shall default in the due performance and observance of any obligation
contained in any Credit Document executed by it (other than as specified in Sections 10.01(a), 10.01(b). 10.01(c),
or 10.01(d)), and such default shall continue unremedied for a period of twenty (20) days after the occurrence thereof.


 


(f)       Default
on Other Indebtedness. (i) a default shall occur in the payment of any amount when due (subject to any applicable grace period),
whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than
the Obligations) of any Credit Party or Subsidiary of any Credit Party having a principal or stated amount, individually or in
the aggregate, in excess of $500,000, or a default shall occur in the performance or observance of any obligation or condition
with respect to any such Indebtedness if the effect of such default is to accelerate the maturity of such Indebtedness or to permit
the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to
become immediately due and payable, or (ii) any Indebtedness of any Credit Party or Subsidiary of any Credit Party having a principal
or stated amount, individually or in the aggregate, in excess of $500,000 shall otherwise be required to be prepaid, redeemed,
purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity).


 


(g)       Judgments;
Fines. Any judgment, order for the payment of money, fines, settlements or enforcement penalties (including, without
limitation, as a result of any action described in Section 8.01(g)(ii)(D)), in an amount individually or in the
aggregate in excess of $500,000 (exclusive of any amounts covered by insurance (less any applicable deductible) and as to
which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Credit
Party or any of its Subsidiaries and such judgment, order, fine, settlement or penalty shall not have been vacated or
discharged or stayed or bonded pending appeal within thirty (30) days after the entry thereof or enforcement proceedings
shall have been commenced by any creditor upon such judgment or order.


 


 (h)       Plans. Any of the following events shall occur with respect to any Plan:




 


(i)       the
institution of any steps by any Credit Party, any Subsidiary of a Credit Party, any ERISA Affiliate or any other Person to terminate
or partially terminate a Plan if, as a result of such termination or partial termination, any Credit Party or Subsidiary of any
Credit Party could be required to make a contribution to such Plan, or could reasonably be expected to incur a liability or obligation
to such Plan, in excess of $500,000 in the aggregate;


 


(ii)       there
is or arises any potential withdrawal liability under Section 4201 of ERISA, if any Credit Party, any Subsidiary of a Credit Party
or any ERISA Affiliate were to completely or partially withdraw from one or more Multiemployer Plans, in excess of $350,000, in
the aggregate; or


 


(iii)       a
contribution failure occurs with respect to any Plan sufficient to give rise to a Lien under Sections 303(k) or 4068 of ERISA or
Section 430(k) of the Code.


 




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(i)        Bankruptcy,
Insolvency, etc. Any Credit Party or any of its Subsidiaries shall:


 


(i)       become insolvent or generally fail
to pay, or admit in writing its inability or unwillingness generally to pay, its debts as they become due;


 


(ii)       apply
for, consent to, or acquiesce in the appointment of a trustee, receiver, sequestrator or other custodian for any substantial part
of the assets or other property of any such Person, or make a general assignment for the benefit of creditors;


 


(iii)       in
the absence of such application, consent or acquiesce to or permit or suffer to exist, the appointment of a trustee, receiver,
sequestrator or other custodian for a substantial part of the property of any thereof, and such trustee, receiver, sequestrator
or other custodian shall not be discharged within sixty (60) days; provided that each Credit Party hereby expressly authorizes
each Secured Party to appear in any court conducting any relevant proceeding during such 60-day period to preserve, protect and
defend their rights under the Credit Documents;


 


(iv)       permit
or suffer to exist the commencement of any bankruptcy, reorganization, debt arrangement or other case or proceeding under any bankruptcy
or insolvency law or any dissolution, winding up or liquidation proceeding, in respect thereof, and, if any such case or proceeding
is not commenced by such Person, such case or proceeding shall be consented to or acquiesced in by such Person, or shall result
in the entry of an order for relief or shall remain for sixty (60) days undismissed; provided that each Credit Party hereby
expressly authorizes each Secured Party to appear in any court conducting any such case or proceeding during such 60-day period
to preserve, protect and defend their rights under the Credit Documents; or


 


 (v)       take any action authorizing, or
in furtherance of, any of the foregoing.




 


(j)         Foreign Insolvency Event.
A Netherlands Insolvency Event or a German Insolvency Event in relation to a Credit Party shall occur.


 


(k)       Impairment
of Security, etc. Any Credit Document or any Lien granted thereunder shall (except in accordance with its terms), in whole
or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Credit
Party party thereto with respect to Collateral in an aggregate amount in excess of $100,000, or any Credit Party or any other Person
shall, directly or indirectly, contest or limit in any manner such effectiveness, validity, binding nature or enforceability; or,
except as permitted under any Credit Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected
Lien with respect to Collateral in an aggregate amount in excess of $100,000 (other than as a result of voluntary and intentional
discharge of the Lien by the Collateral Agent).


 


 (l)        Change of Control. Any Change of Control shall occur.




 


(m)       Hedging
Agreement. Any Credit Party or any of its Subsidiaries shall (i) default in making any payment or delivery due on the
last payment, delivery or exchange date of, or any payment due on early termination of, any Hedging Agreement, in each case
beyond the period of grace, if any, provided in such Hedging Agreement, or (ii) defaults in the observance or performance of
any other agreement or condition relating to any such Hedging Agreement, or any other event shall occur or condition exist,
the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, after the giving of notice if required
or the elapse of any grace period, a liquidation, acceleration or early termination of such Hedging Agreement.


 




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(n)       Restraint
of Operations; Loss of Assets. If any Credit Party or any Subsidiary of a Credit Party is enjoined, restrained, or in any way
prevented by court order or other Governmental Authority from continuing to conduct all or any material part of its business affairs
or if any material portion of any Credit Party’s or any of its Subsidiaries’ assets is attached, seized, subjected
to a writ or distress warrant, or is levied upon, or comes into the possession of any third Person and the same is not discharged
before the earlier of 30 days after the date it first arises or 5 days prior to the date on which such property or asset is subject
to forfeiture by such Credit Party or the applicable Subsidiary.


 


(o)       Termination
of Key Contract. (i) Any Credit Party or Subsidiary shall default in the performance of any of its obligations under any Key
Contract and such default shall entitle the other party to such Key Contract to terminate such Key Contract or withhold or reduce
the amount of any payment payable to any Credit Party or Subsidiary thereunder or (ii) any Key Contract is terminated or the other
party to any Key Contract notifies any Credit Party or Subsidiary that it intends to terminate or not renew such Key Contract.


 


(p)       Material
Adverse Effect. Any Material Adverse Effect shall occur.


 


SECTION 10.02 Remedies Upon Event of Default.If any Event
of Default under Section 10.01(i) shall occur for any reason, whether voluntary or involuntary, all of the outstanding
principal amount of the Loans and other Obligations, together with the Exit Fee, shall automatically be due and payable and any
commitments shall be terminated, in each case, without further notice, demand or presentment. If any Event of Default (other than
any Event of Default under Section 10.01(i)) shall occur for any reason, whether voluntary or involuntary, and be continuing,
the Administrative Agent may, and upon the direction of the Required Lenders, the Administrative Agent shall, by notice to the
Borrower declare all or any portion of the outstanding principal amount of the Loans and other Obligations to be due and payable
and any commitment shall be terminated, whereupon the full unpaid amount of such Loans and other Obligations that shall be so declared
due and payable shall be and become immediately due and payable, together with any Exit Fee, in each case, without further notice,
demand or presentment. The Lenders and the Collateral Agent shall have all other rights and remedies available at law or in equity
or pursuant to any Credit Documents.


 




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ARTICLE XI


The Agents


 


SECTION 11.01     Appointment.Each Lender (and, if applicable, each other Secured Party) hereby appoints Post Road as its Collateral Agent
under and for purposes of each Credit Document, and hereby authorizes the Collateral Agent to act on behalf of such Lender (or
if applicable, each other Secured Party) under each Credit Document, other than under the Netherlands Security Documents, and,
in the absence of other written instructions from the Lenders pursuant to the terms of the Credit Documents received from time
to time by the Collateral Agent, to exercise such powers hereunder and thereunder as are specifically delegated to or required
of the Collateral Agent by the terms hereof and thereof, together with such powers as may be incidental thereto. Each Lender (and,
if applicable, each other Secured Party) hereby appoints Post Road as its Administrative Agent under and for purposes of each Credit
Document and hereby authorizes the Administrative Agent to act on behalf of such Lender (or, if applicable, each other Secured
Party) under each Credit Document and, in the absence of other written instructions from the Lenders pursuant to the terms of the
Credit Documents received from time to time by the Administrative Agent, to exercise such powers hereunder and thereunder as are
specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as
may be incidental thereto. Each Lender (and, if applicable, each other Secured Party) hereby irrevocably designates and appoints
each Agent as the agent of such Lender. Notwithstanding any provision to the contrary elsewhere in this Agreement, no Agent shall
have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender or
other Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into
this Agreement or any other Credit Document or otherwise exist against any Agent. Anything contained in any of the Credit Documents
to the contrary notwithstanding, the Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree
that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Security Agreement
or any other Security Documents, it being understood and agreed that all powers, rights and remedies hereunder may be exercised
solely by the Agents, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies
under the Security Documents may be exercised solely by the Agents, and (ii) in the event of a foreclosure by any of the Agents
on any of the Collateral pursuant to a public or private sale or other disposition, any Agent or any Lender may be the purchaser
or licensor of any or all of such Collateral at any such sale or other disposition and each Agent, as agent for and representative
of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders
shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase
price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations (including
Obligations owed to any other Secured Party) as a credit on account of the purchase price for any Collateral payable by such Agent
at such sale or other disposition.


 


SECTION 11.02    
Delegation of Duties. Each Agent may execute any of its duties under this Agreement and the other Credit Documents by or
through agents (including, without limitation, the Servicer) or attorneys in fact and shall be entitled to advice of counsel concerning
all matters pertaining to such duties. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys
in fact selected by it with reasonable care.


 




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SECTION 11.03    
Exculpatory Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys
in fact or Affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Credit Document (except to the extent that any of the foregoing are found by a final
and non-appealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence,
bad faith or willful misconduct) or (b) responsible in any manner to any of the Lenders or any other Secured Party for any recitals,
statements, representations or warranties made by any Credit Party or any officer thereof contained in this Agreement or any other
Credit Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents
under or in connection with, this Agreement or any other Credit Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Credit Document or for any failure of any Credit Party or other Person
to perform its obligations hereunder or thereunder. The Agents shall not be under any obligation to any Lender to ascertain or
to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other
Credit Document, or to inspect the properties, books or records of any Credit Party.




 


SECTION 11.04    
Reliance by Agents. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any instrument,
writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or
other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including counsel to the Credit Parties), independent accountants and
other experts selected by such Agent. The Agents may deem and treat the payee of any note as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Agents. Each Agent shall
be fully justified in failing or refusing to take any action under this Agreement or any other Credit Document unless it shall
first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other requisite
Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such action. The Agents shall in all cases
be fully protected in acting, or in refraining from acting, under this Agreement and the other Credit Documents in accordance with
a request of the Required Lenders (or, if so specified by this Agreement, all Lenders), and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans and all other Secured
Parties.


 


SECTION 11.05    
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default hereunder, except with respect to any Default or Event of Default in the payment of principal, interest and
fees required to be paid to the Administrative Agent for the account of the Lenders unless the Administrative Agent has received
notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that
such notice is a “notice of default”. The Collateral Agent shall not be deemed to have knowledge or notice of the occurrence
of any Default or Event of Default hereunder unless the Collateral Agent has received written notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that an Agent receives such a notice, such Agent shall give notice thereof to the other Agent and the Lenders. Each
Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders
(or, if so specified by this Agreement, all Lenders or any other instructing group of Lenders specified by this Agreement); provided
that unless and until each Agent shall have received such directions, the Agents may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Default or Event of Default as such Agent shall deem advisable
in the best interests of the Secured Parties.


 




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SECTION 11.06    
Non Reliance on Agents and Other Lenders. Each Lender (and, if applicable, each other Secured Party) expressly acknowledges
that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys in fact or Affiliates have
made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs
of a Credit Party or any Affiliate of a Credit Party, shall be deemed to constitute any representation or warranty by any Agent
to any Lender or any other Secured Party. Each Lender (and, if applicable, each other Secured Party) represents to the Agents that
it has, independently and without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents
and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Credit Parties and their Affiliates and made its own decision to make
its Loans hereunder. Each Lender (and, if applicable, each other Secured Party) also represents that it will, independently and
without reliance upon any Agent or any other Lender or any other Secured Party, and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking
action under this Agreement and the other Credit Documents, and to make such investigation as it deems necessary to inform itself
as to the business, operations, property, financial and other condition and creditworthiness of the Credit Parties and their Affiliates.
Except for notices, reports and other documents expressly required to be furnished to the Lenders by any Agent hereunder, the Agents
shall not have any duty or responsibility to provide any Lender or any other Secured Party with any credit or other information
concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Credit
Party or any Affiliate of a Credit Party that may come into the possession of such Agent or any of its officers, directors, employees,
agents, attorneys in fact or Affiliates.


 


SECTION 11.07    
Indemnification. The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by the
Credit Parties and without limiting the obligation of the Credit Parties to do so), ratably according to their respective Total
Credit Exposure in effect on the date on which indemnification is sought under this Section 11.07 (or, if indemnification
is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in
accordance with such Total Credit Exposure immediately prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any
time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating
to or arising out of, the Commitments, this Agreement, any of the other Credit Documents, or any documents contemplated by or referred
to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final
and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence, bad
faith or willful misconduct. The agreements in this Section 11.07 shall survive the payment of the Loans and all other amounts
payable hereunder.


 




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SECTION 11.08    
Agent in Its Individual Capacity. Each Agent and its Affiliates may make loans to, accept deposits from and generally engage
in any kind of business with any Credit Party as though such Agent were not an Agent. With respect to its Loans made or renewed
by it, each Agent shall have the same rights and powers under this Agreement and the other Credit Documents as any Lender and may
exercise the same as though it were not an Agent, and the terms “Lender”, “Lenders”, “Secured Party”
and “Secured Parties” shall include each Agent in its individual capacity.


 


SECTION 11.09     Successor Agents.


 


(a)       Either
Agent may resign as Agent upon twenty (20) days’ notice to the Lenders, such other Agent and the Borrower. If either Agent
shall resign as such Agent in its applicable capacity under this Agreement and the other Credit Documents, then the Required Lenders
shall appoint a successor agent, which successor agent shall (unless an Event of Default shall have occurred and be continuing)
be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed), whereupon such successor
agent shall succeed to the rights, powers and duties of such Agent in its applicable capacity, and the term “Administrative
Agent” or “Collateral Agent”, as the case may be, shall mean such successor agent effective upon such appointment
and approval, and the former Agent’s rights, powers and duties as Agent in its applicable capacity shall be terminated, without
any other or further act or deed on the part of such former Agent or any of the parties to this Agreement or any holders of the
Loans. If no applicable successor agent has accepted appointment as such Agent in its applicable capacity by the date that is twenty
(20) days following such retiring Agent’s notice of resignation, such retiring Agent’s resignation shall nevertheless
thereupon become effective and the Lenders shall assume and perform all of the duties of such Agent hereunder until such time,
if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Agent’s resignation as
the Administrative Agent or the Collateral Agent, as applicable, the provisions of this Article XI shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement and the other Credit Documents.


 


(b)       For
purposes of any Belgian Security Document, Netherlands Security Document and any German Security Document or any other right of
pledge governed by the laws of Belgium, of the Netherlands or of Germany, any resignation by the Collateral Agent is not effective
with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned
and assumed to the successor agent. The Collateral Agent will reasonably cooperate in transferring its rights and obligations under
the Parallel Debts to any such successor agent and will reasonably cooperate in transferring all rights under any Belgian Security
Document, Netherlands Security Document and any German Security Document or any Security Document governed by the laws of Belgium,
the Netherlands or of Germany (as the case may be) to such successor agent.


 


SECTION 11.10    
Agents Generally. Except as expressly set forth herein, no Agent shall have any duties or responsibilities hereunder in
its capacity as such.


 




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SECTION 11.11
    Restrictions on Actions by Secured Parties; Sharing of Payments; Specified Hedging Agreement.


 


(a)       Each
of the Lenders agrees that it shall not, without the express written consent of the Collateral Agent, and that it shall, to the
extent it is lawfully entitled to do so, upon the written request of Collateral Agent, set off against the Obligations, any amounts
owing by such Lender to any Credit Party or any of their respective Subsidiaries or any deposit accounts of any Credit Party or
any of their respective Subsidiaries now or hereafter maintained with such Lender. Each of the Lenders further agrees that it shall
not, unless specifically requested to do so in writing by Collateral Agent, take or cause to be taken any action, including, the
commencement of any legal or equitable proceedings to enforce any Credit Document against any Credit Party or to foreclose any
Lien on, or otherwise enforce any security interest in, any of the Collateral.


 


(b)      Subject
to Section 12.08(a), if, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise,
any proceeds of Collateral or any payments with respect to the Obligations, except for any such proceeds or payments received by
such Lender from the Agents pursuant to the terms of this Agreement, or (ii) payments from the Agents in excess of such Lender’s
pro rata share of all such distributions by Agents, such Lender promptly shall (A) turn the same over to the Collateral Agent,
in kind, and with such endorsements as may be required to negotiate the same to the Collateral Agent, or in immediately available
funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable
provisions of this Agreement, or (B)purchase, without recourse or warranty, an undivided interest and participation in the
Obligations owed to the other Lenders so that such excess payment received shall be applied ratably as among the Lenders in accordance
with their pro rata shares; provided that to the extent that such excess payment received by the purchasing party is thereafter
recovered from it, those purchases of participations shall be rescinded in whole or in part, as applicable, and the applicable
portion of the purchase price paid therefor shall be returned to such purchasing party, but without interest except to the extent
that such purchasing party is required to pay interest in connection with the recovery of the excess payment.


 


(c)       The
benefit of the provisions of the Credit Documents directly relating to the Collateral or any Lien granted thereunder shall extend
to and be available to any Secured Party that is not an Agent or a Lender as long as, by accepting such benefits, such Secured
Party agrees, as among the Agents and all other Secured Parties, that such Secured Party is bound by (and, if requested by any
Agent, shall confirm such agreement in a writing in form and substance acceptable to the such Agent) this Article XI, including
Sections 11.11(a) and (b), and the decisions and actions of the Agents and the Required Lenders (or, where expressly
required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided
that, notwithstanding the foregoing, (i) except as set forth specifically herein, each Agent and each Lender shall be entitled
to act in its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such
Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected
or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (ii) except as specifically
set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard
with respect to, any action taken or omitted in respect of the Collateral or under any Credit Document.


 




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SECTION 11.12
    Agency for Perfection. Collateral Agent hereby appoints each other Secured Party as its agent and as sub-agent for the other
Secured Parties (and each Secured Party hereby accepts such appointment) for the purpose of perfecting all Liens with respect to
the Collateral, including with respect to assets which, in accordance with Article VIII or Article IX, as applicable,
of the Uniform Commercial Code of any applicable state can be perfected only by possession or control. Should any Secured Party
obtain possession or control of any such Collateral, such Secured Party shall notify Collateral Agent thereof, and, promptly upon
Collateral Agent’s request therefor shall deliver possession or control of such Collateral to Collateral Agent and take such
other actions as agent or sub-agent in accordance with the Collateral Agent’s instructions to the extent, and only to the
extent, so authorized or directed by the Collateral Agent. In addition, to the extent required under the laws of any jurisdiction
other than the U.S., each of the Secured Parties hereby grants to the Collateral Agent any required powers of attorney to execute
any Collateral Document governed by the laws of such jurisdiction on such Secured Party’s behalf. Any Secured Party granting
any power of attorney or otherwise authorising the Collateral Agent under this Agreement hereby exempts the Collateral Agent from
any restrictions of double-representation and self-dealing under any applicable law, including, but not limited to, § 181
of the German Civil Code (Bürgerliches Gesetzbuch) to the extent legally possible. A Secured Party which cannot grant
such exemption shall notify the Collateral Agent accordingly.


 


SECTION 11.13     Administration
of German Collateral.


 


(a)       The
Collateral Agent will (i) hold and administer (a) the Parallel Debt provided by any German Collateral Party and secured by any
German Collateral and (b) any German Collateral which is security assigned or otherwise transferred (Sicherungsabtretung)
to it under a non-accessory security right (nicht akzessorische Sicherheit) and, as German law trustee (Treuhänder)
(the Collateral Agent in such capacity referred to as the “German Security Trustee”) for the benefit
of the Secured Parties; and (ii) administer any German Collateral which is pledged (Verpfändung) or otherwise transferred
to any or each Secured Party under an accessory security right (akzessorische Sicherheit).


 


(b)       Each
Secured Party authorizes the German Security Trustee (whether or not by or through employees or agents): (i) to exercise such rights,
remedies, powers and discretions as are specifically delegated to or conferred upon the German Security Trustee by the German Security
Documents and this Agreement together which such powers and discretions as are reasonably incidental thereto; (ii) to take such
action on its behalf as may, from time to time, be authorized under or in accordance with the German Security Documents and this
Agreement; and (iii) to execute for and on its behalf any and all German Security Documents which create non-accessory (nicht
akzessorisch) German Collateral.


 


(c)       The
German Security Trustee may delegate its power by way of granting a sub-power of attorney.


 




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(d)       The
German Security Trustee may take such action (including, without limitation, the exercise of all rights, discretions or powers
and the granting of consents or releases or the engagement of a notary for execution of any documents required in notarial form)
or, as the case may be, refrain from taking such action under or pursuant to the German Security Documents at its own discretion.


 


(e)       Unless
the German Security Trustee has been so directed, the German Security Trustee will not take any action under the German Security
Documents provided that it may (but is not obliged to) take such action as permitted under the German Security Documents as it
reasonably considers necessary or appropriate to protect the interests of the Secured Parties under the German Security Documents.


 


(f)       Each
Lender agrees that no Secured Party (other than the German Security Trustee) shall, in relation to a Germany Collateral, have the
right individually to seek to realize upon the security granted by any German Security Document, it being understood and agreed
that such rights and remedies may be exercised solely by the German Security Trustee for the benefit of the relevant Secured Parties
upon the terms of the German Security Documents. In the event that any (future) German Collateral is hereafter to be pledged by
any Person as security for the Obligations, the German Security Trustee is hereby authorized, and hereby granted a power of attorney,
to execute and deliver on behalf of the Secured Parties any Credit Documents necessary or appropriate to grant and perfect a Lien
on such (future) German Collateral in favor of the German Security Trustee on behalf of the Secured Parties.


 


ARTICLE XII


Miscellaneous


 


SECTION 12.01    
Amendments and Waivers. Neither this Agreement nor any other Credit Document, nor any terms hereof or thereof, may be amended,
supplemented or modified except in accordance with the provisions of this Section 12.01. The Required Lenders may (with
notice to the Administrative Agent), or, with the consent of the Required Lenders, the Administrative Agent may, from time to time,
(a) enter into with the relevant Credit Party or Credit Parties written amendments, supplements or modifications hereto and to
the other Credit Documents for the purpose of adding any provisions to this Agreement or the other Credit Documents or changing
in any manner the rights of the Lenders or the Credit Parties hereunder or thereunder or (b) waive, on such terms and conditions
as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements
of this Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided that no
such waiver, amendment, supplement or modification shall directly or indirectly:


 


(i)      (A)
reduce or forgive any portion of any Loan or extend the final scheduled maturity date of any Loan or reduce the stated
interest rate (provided that only the consent of the Required Lenders shall be necessary to waive any obligation of
the Borrower to pay interest at the “default rate” or amend Section 2.09(c)), (B) reduce or forgive any
portion or extend the date for the payment, of any interest or fee payable hereunder (other than as a result of
(x)waiving the applicability of any post-default increase in interest rates and (y) a waiver or amendment of any
mandatory prepayment of Loans in an amount, for purposes of this clause (y) only, of up to $1,000,000 (in each case of the
foregoing (x) and (y) which shall not constitute an extension, forgiveness or postponement of any date for payment of
principal, interest or fees)), or (C)       amend or modify any provisions of Section
4.02(d) or any other provision that provides for the pro rata nature of disbursements by or payments to Lenders, in
each case without the written consent of each Lender adversely affected thereby;


 




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(ii)       amend,
modify or waive any provision of this Section 12.01 or reduce the percentages specified in the definitions of the term “Required
Lenders” or consent to the assignment or transfer by any Credit Party of its rights and obligations under any Credit Document
to which it is a party (except as permitted pursuant to Section 9.03), in each case without the written consent of each
Lender adversely affected thereby;


 


(iii)       increase
the aggregate amount of any Commitment of any Lender or impose any additional financial, tax or reporting obligations of any Lender
(other than additional reporting obligations that are needed in connection with Applicable Law), in each case without the written
consent of such Lender;


 


(iv)       amend,
modify or waive any provision of Article XI without the written consent of the then-current Collateral Agent and Administrative
Agent;


 


(v)       release
any of the Guarantors under Article VI hereof (except as expressly permitted by such Article VI), or release any Liens in favor
of the Collateral Agent or any Lender on all or any portion of the Collateral under the Security Documents having a value in excess
of $1,000,000 (except as expressly permitted in Section 12.19), in each case without the prior written consent of each Lender;


 


(vi)      permit
any payment of principal, interest (other than post-default interest), dividends or fees due or payable to be payable in kind or
payable in money (or a currency) other than as set forth herein without the written consent of each Lender;


 


(vii)     change
any of the provisions of Section 11.07 or Section 12.05, in each case without the written consent of each Lender
adversely affected thereby; or


 


(viii)    directly
or indirectly subordinate the interests or any right of recovery of any Lender, including but not limited to (a) by permitting
the issuance of senior debt (except as expressly permitted hereunder) or (b) by taking any action affecting the liquidation preference
of such Lender or any other rights of the Lender in liquidation or bankruptcy proceedings, in each case without the prior written
consent of each Lender adversely affected thereby; provided, that, the foregoing shall not apply to the extent such subordination
or other effect on the liquidation preference or recovery of such Lender occurs in connection with the issuance of a debtor-in-possession
financing arranged in favor of any Credit Party.


 


SECTION 12.02     Notices and Other
Communications; Facsimile Copies.


 


(a)       General.
Unless otherwise expressly provided herein, all notices and other communications provided for hereunder or under any other Credit
Document shall be in writing (including by facsimile transmission). All such written notices shall be mailed, faxed or delivered
to the applicable address, facsimile number or electronic mail address, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:


 




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(i)       if
to the Credit Parties or the Agents, to the address, facsimile number, electronic mail address or telephone number specified for
such Person on Schedule 12.02 or to such other address, facsimile number, electronic mail address or telephone number as
shall be designated by such party in a notice to the other parties; and


 


(ii)       if
to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its Administrative
Questionnaire or to such other address, facsimile number, electronic mail address or telephone number as shall be designated by
such party in a notice to the Borrower and the Agents.


 


All such notices
and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on behalf of the relevant party hereto; (B) if delivered
by mail, three (3) Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt
has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of
Section 12.02(c)), when delivered; provided that notices and other communications to the Agents pursuant to Article
II shall not be effective until actually received by such Person.


 


(b)       Effectiveness
of Facsimile Documents and Signatures. Credit Documents may be transmitted and/or signed by facsimile or other electronic communication.
The effectiveness of any such documents and signatures shall have the same force and effect as manually signed originals and shall
be binding on all Credit Parties, the Agents and the Lenders.


 


(c)       Reliance
by Agents and Lenders. The Agents and the Lenders shall be entitled to rely and act upon any notices purportedly given
by or on behalf of any Credit Party even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. All telephonic notices to either Agent may be recorded by such Agent, and each of the parties
hereto hereby consents to such recording.


 


SECTION 12.03    
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any Lender,
any right, remedy, power or privilege hereunder or under the other Credit Documents shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof
or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


SECTION 12.04    
Survival of Representations and Warranties. All representations and warranties made hereunder and in the other Credit Documents
shall survive the execution and delivery of this Agreement and the making of the Loans hereunder.


 




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SECTION 12.05    
Payment of Expenses and Taxes; Indemnification. The Borrower agrees, (a) to pay or reimburse the Agents for all their reasonable
and documented out-of-pocket costs and expenses incurred in connection with due diligence in respect of the transactions contemplated
by this Agreement, the development, preparation and execution of, and any amendment, supplement, or modification to, this Agreement
and the other Credit Documents, including in connection with an initial syndication, and any other documents prepared in connection
herewith or therewith, and the consummation, monitoring, oversight and administration (for the avoidance of doubt, whether performed
directly by the Agents or by the Servicer) of the transactions contemplated hereby and thereby, including the reasonable fees,
disbursements and other charges of counsel to the Agents; (b) to pay or reimburse each Lender and the Agents for all their reasonable
and documented out-of-pocket costs and expenses incurred in connection with the enforcement or preservation of any rights under
this Agreement, the other Credit Documents and any such other documents, or in connection with the Loans made hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans, and including
the reasonable fees, disbursements and other charges of counsel to each Lender and of counsel to the Agents, (c) to pay, indemnify,
and hold harmless each Lender and the Agents from any and all Other Taxes, if any, that may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by,
or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit
Documents and any such other documents, (d) to pay or reimburse Collateral Agent for all reasonable fees, costs and expenses incurred
in exercising its rights under Section 8.16 and (e) to pay, indemnify and hold harmless each Lender and the Agents and their
respective Related Parties from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, and reasonable and documented (to the extent available) reasonable out-of-pocket costs, expenses or disbursements of any
kind or nature whatsoever, including reasonable and documented (to the extent available) fees, disbursements and other charges
of counsel, with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit
Documents and any such other documents, including any of the foregoing relating to the violation of, noncompliance with or liability
under, any Environmental Law or any actual or alleged presence of Hazardous Materials applicable to the operations of each Credit
Party, any of their respective Subsidiaries or any of their Real Property (all the foregoing in this clause (e), collectively,
the “Indemnified Liabilities”); provided that the Credit Parties shall not have any obligation
hereunder to the Agents or any Lender nor any of their Related Parties with respect to Indemnified Liabilities arising from the
gross negligence or willful misconduct of the party to be indemnified as determined by a final and non-appealable decision of a
court of competent jurisdiction. The agreements in this Section 12.05 shall survive repayment of the Loans and all other
amounts payable hereunder and termination of this Agreement. To the fullest extent permitted by Applicable Law, no Credit Party
shall assert, and each Credit Party hereby waives, any claim against any Lender, any Agent and their respective Related Parties,
on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Credit Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, the Loans or the use of the proceeds thereof. No Lender, no Agent nor
any of their respective Related Parties shall be liable for any damages arising from the use by unintended recipients of any information
or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby.


 




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SECTION 12.06    
Successors and Assigns; Participations and Assignments; Replacement of Lender.


 


(a)       The
provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns permitted hereby, except that (i) except as set forth in Section 9.03, no Credit Party may assign or otherwise
transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment
or transfer by any Credit Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer
its rights or obligations hereunder except in accordance with this Section 12.06. Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby, Participants (to the extent provided in paragraph (c) of this Section 12.06) and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents and the Lenders) any legal or equitable right, remedy or claim under or by reason
of this Agreement. Notwithstanding anything to the contrary herein, (a) any Lender shall be permitted to pledge or grant a security
interest in all or any portion of such Lender’s rights hereunder including, but not limited to, any Loans (without the consent
of, or notice to or any other action by, any other party hereto) to secure the obligations of such Lender or any of its Affiliates
to any Person providing any loan, letter of credit or other extension of credit to or for the account of such Lender or any of
its Affiliates and any agent, trustee or representative of such Person and (b) the Agents shall be permitted to pledge or grant
a security interest in all or any portion of their respective rights hereunder or under the other Credit Documents, including,
but not limited to, rights to payment (without the consent of, or notice to or any other action by, any other party hereto), to
secure the obligations of such Agent or any of its Affiliates to any Person providing any loan, letter of credit or other extension
of credit to or for the account of such Agent or any of its Affiliates and any agent, trustee or representative of such Person.


 


(b)       (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion of its Commitments or the Loans at the time owing
to it) with the prior written consent (which consent, in each case, shall not be unreasonably withheld, conditioned or delayed)
of the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund and the withholding of consent by the Administrative Agent to an assignment
to any Affiliate of Borrower shall be deemed to be not unreasonable;


 


(ii)      Assignmentsshallbesubjecttothefollowingadditional
conditions:


 


(A)      
except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of
the entire remaining amount of the assigning Lender’s Commitments or Loans, the amount of the Loans of the assigning
Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $ 1,000,000, unless the Administrative Agent
otherwise consents, which consent, in each case, shall not be unreasonably withheld or delayed; provided, however,
that contemporaneous assignments to a single assignee made by Affiliated Lenders or related Approved Funds and
contemporaneous assignments by a single assignor to Affiliated Lenders or related Approved Funds shall be aggregated for
purposes of meeting the minimum assignment amount requirement stated above;


 




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(B)       each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement as to the Loans so assigned; provided that this paragraph shall not be construed to prohibit the assignment
of a proportionate part of all the assigning Lender’s rights and obligations in respect its Loans;


 


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500; provided that only one such fee shall be payable in connection with simultaneous
assignments to two or more Approved Funds;


 


(D)       the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and requested
know-your-customer documentation; and


 


(E)unlessconsentedtobytheRequiredLenders,no
assignment may be made to a Credit Party or an Affiliate of a Credit Party.


 


(iii)      Subject
to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section 12.06, from and after the effective date
specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.09, 2.10, 4.03(b) and 12.05). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 12.06 shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section 12.06.


 


(iv)      The
Administrative Agent, acting for this purpose on behalf of the Borrower (but not as an agent, fiduciary or for any other purposes),
shall maintain a copy of each Assignment and Acceptance delivered to it and a register in the United States for the recordation
of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant
to the terms hereof from time to time (the “Register”). Further, the Register shall contain the name
and address of the Administrative Agent and the lending office through which each such Person acts under this Agreement. The entries
in the Register shall be conclusive absent manifest error, and the Credit Parties, the Agents and the Lenders shall treat
each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register, as in effect at the close of business on the preceding Business
Day, shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable
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(v)       Upon
its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire and know-your-customer documentation (unless the assignee shall already be a Lender hereunder)
and any written consent to such assignment required by paragraph (b)(i) of this Section 12.06, the Administrative Agent
shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless and until it has been recorded in the Register as provided in this paragraph.


 


(c)       (i)
Any Lender may, without the consent of the Borrower or the Agents, sell participations to one or more banks or other entities (each,
a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (C) the Borrower, the Agents and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement and (D) no such Participant
may be a Credit Party or an Affiliate of a Credit Party. Any agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification
or waiver of any provision of this Agreement or any other Credit Document; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described
in clause (i) of the first proviso to Section 12.01. Subject to paragraph (c)(ii) of this Section 12.06, the Borrower
agrees that each Participant shall be entitled to the benefits of Sections 2.09, 2.10 and 4.04(a) to the same
extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 12.06.
To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 12.08(a) as though it
were a Lender; provided that such Participant agrees to be subject to Section 12.08(a) as though it were a Lender.


 


(ii)       A
Participant shall not be entitled to receive any greater payment under Sections 2.09, 2.10 or 4.04(a) than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant, (A) unless the sale of the participation
to such Participant is made with the Borrower’s prior written consent, and (B) except to the extent such entitlement to receive
a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 4.03(b) that are greater than
the applicable Lender unless the Borrower are notified of the participation sold to such Participant and such Participant agrees,
for the benefit of the Borrower, to comply with Section 4.04(a) and Section 4.04(c) as though it were a Lender.


 




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(iii)       Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one
of its offices in the United States a register on which it enters the name and address of each Participant and the principal amounts
(and stated interest) of each Participant’s interest in the Loans or other obligations under the Credit Documents (the “Participant
Register”). The entries in the Participant Register shall be conclusive absent manifest error, and the Lender shall
treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this
Agreement. No Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity
of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or
its other obligations under any Credit Document) to any Person except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(d)       Nothing
herein is intended to prevent, impair, limit or otherwise restrict the ability of a Lender to collaterally assign or pledge all
or any portion of its interests in the Loans and the other rights and benefits under the Credit Documents to an unaffiliated third
party lender of such Lender (each such Person, a “Collateral Assignee”); provided that unless
and until Borrower receives notification from a Collateral Assignee of such assignment directing payments to be made to such Collateral
Assignee, any payment made by Borrower for the benefit of such Lender in accordance with the terms of the Credit Documents shall
satisfy Borrower’s obligations thereunder to the extent of such payment. Any such Collateral Assignee, upon foreclosure of
its security interests in the Loans pursuant to the terms of such assignment and in accordance with Applicable Law, shall succeed
to all the interests of or shall be deemed to be a Lender, with all the rights and benefits afforded thereby, and such transfer
shall not be deemed to be a transfer for purposes of and otherwise subject to the provisions of this Section 12.06. Notwithstanding
the foregoing, Lender shall remain responsible for all obligations and liabilities arising hereunder or under any other Credit
Document, and, except as otherwise expressly set forth in any applicable pledge or assignment, nothing herein is intended or shall
be construed to impose any obligations upon or constitute an assumption by a Collateral Assignee thereof.


 


SECTION 12.07    
Pledge of Loans. The Credit Parties hereby acknowledge that the Lenders and their Affiliates may pledge the Loans as collateral
security for loans to the Lenders or their Affiliates. The Credit Parties shall, to the extent commercially reasonable, cooperate
with the Lenders and their Affiliates to effect such pledges at the sole cost and expense of such Lender. Notwithstanding the foregoing,
no pledge shall release the Lender party thereto from any of its obligations hereunder.


 


SECTION 12.08     Adjustments;
Set-off.


 


(a)       If
any Lender (a “Benefited Lender”) shall at any time receive any payment of all or part of its Loans,
or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to
events or proceedings of the nature referred to in Section 10.01(i), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans or interest
thereon, such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each
such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds
thereof, as shall be necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral or proceeds
ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered
from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. The foregoing provisions of this Section 12.08 shall not apply to payments made and applied
in accordance with the terms of this Agreement and the other Credit Documents.


 




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(b)       After
the occurrence and during the continuance of an Event of Default, to the extent consented to by Administrative Agent, in addition
to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice to the Borrower
or any other Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by Applicable Law,
upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise)
to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional
or final, but excluding, subject to the limitations set forth in Section 8.15(a), deposit accounts used solely to fund payroll
or employee benefits, or deposit accounts that consist of cash collateral subject to Permitted Liens), in any currency, and any
other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured
or unmatured, at any time held or owing by such Lender or any branch or agency thereof to or for the credit or the account of the
Borrower, as the case may be. Each Lender agrees promptly to notify the Borrower and the Agents after any such set-off and application
made by such Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.


 


SECTION 12.09    
Counterparts. This Agreement and the other Credit Documents may be executed by one or more of the parties thereto on any
number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together
shall be deemed to constitute one and the same instrument. Any signature page delivered by telecopy machine or transmitted electronically
in Portable Document Format (".pdf") shall be valid and binding to the same extent as an original signature page. Any
party who delivers such a signature page agrees to later deliver an original counterpart to any party who requests it. A set of
the copies of this Agreement signed by all the parties shall be lodged with the Borrower, the Collateral Agent and the Administrative
Agent.


 


SECTION 12.10    
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


SECTION 12.11    
Integration. This Agreement and the other Credit Documents represent the agreement of the Credit Parties, the Agents and
the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by
any party hereto or thereto relative to the subject matter hereof not expressly set forth or referred to herein or in the other
Credit Documents.


 




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SECTION 12.12     Representation
of Subsidiaries.


 


(a)       If
any Netherlands Subsidiary is represented by an attorney in connection with the signing and/or execution of this Agreement (including
by way of accession to this Agreement) or any other agreement, deed or document referred to in or made pursuant to this Agreement,
it is hereby expressly acknowledged and accepted by the other parties to such document that the existence and extent of the attorney's
authority and the effects of the attorney's exercise or purported exercise of his or her authority shall be governed by the laws
of the Netherlands.


 


(b)       If
Interactive is represented by an attorney in connection with the signing and/or execution of this Agreement (including by way of
accession to this Agreement) or any other agreement, deed or document referred to in or made pursuant to this Agreement, it is
hereby expressly acknowledged and accepted by the other parties to such document that the existence and extent of the attorney’s
authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the
laws of the Germany.


 


SECTION 12.13
GOVERNING LAW. THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS (UNLESS EXPRESSLY PROVIDED OTHERWISE THEREIN) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS OF LAW PROVISIONS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS
OF ANY OTHER JURISDICTION.


 


SECTION 12.14    
Submission to Jurisdiction; Waivers. Each party hereto hereby irrevocably and unconditionally:


 


(a)       submits,
for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County
and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to any Credit Document, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State court or, to the extent permitted by Applicable Laws, in such federal court.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Laws. Nothing in this Agreement or
any other Credit Document or otherwise shall affect any right that the Administrative Agent, the Collateral Agent or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Credit Document against any Credit
Party or its properties in the courts of any jurisdiction in connection with the exercise of any rights under any Security Document
or the enforcement of any judgment;


 




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(b)       consents
that any such action or proceeding shall be brought in such courts, and agrees not to plead or claim and waives, to the fullest
extent permitted by Applicable Laws, any objection that it may now or hereafter have to the venue of any such action or proceeding
arising out of or relating to this Agreement or any other Credit Document in any court referred to in Section 12.13(a).
Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court;


 


(c)       agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to the applicable party at its respective address set forth in Schedule
12.02 or on Schedule 1.01 or at such other address of which the Agents shall have been notified pursuant thereto. Nothing
in this Agreement or any other Credit Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by Applicable Law;


 


(d)       waives,
to the maximum extent not prohibited by law, all rights of rescission, setoff, counterclaims, and other defenses in connection
with the repayment of the Obligations; and


 


(e)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 12.13 any special, exemplary, punitive or consequential damages.


 


SECTION 12.15     Acknowledgments.
Each Credit Party hereby acknowledges that:


 


(a)       it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Credit Documents;


 


(b)       neither
the Agents nor any Lender has any fiduciary relationship with or duty to the Credit Parties arising out of or in connection with
this Agreement or any of the other Credit Documents, and the relationship between any Agent and Lenders, on one hand, and the Credit
Parties, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and


 


(c)       no
joint venture is created hereby or by the other Credit Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Credit Parties and the Lenders.


 


SECTION 12.16    
WAIVERS OF JURY TRIAL. THE CREDIT PARTIES, THE AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


SECTION 12.17    
Confidentiality. Each Agent and Lender shall hold all non-public information relating to any Credit Party or any Subsidiary
of any Credit Party obtained pursuant to the requirements of this Agreement or in connection with such Lender’s evaluation
of whether to become a Lender hereunder (“Confidential Information”) confidential in accordance with
its customary procedure for handling confidential information of this nature and (in the case of a Lender that is a bank) in accordance
with safe and sound banking practices; provided that Confidential Information may be disclosed by any Agent or Lender:


 




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(a)       as
required or requested by any governmental or regulatory agency or representative thereof;


 


 (b)       pursuant to legal or regulatory process;




 


(c)       in
connection with the enforcement of any rights or exercise of any remedies by such Agent or Lender under this Agreement or any other
Credit Document or any action or proceeding relating to this Agreement or any other Credit Document;


 


(d)       to
such Agent’s or Lender’s attorneys, professional advisors, accountants, independent auditors or Affiliates,


 


 (e)       in connection with:




 


(i)       the establishment of any special
purpose funding vehicle with respect to the Loans,


 


 


 (ii)       any pledge permitted under Section 12.08;




 


(iii)     
any prospective assignment of, or participation in, its rights and obligations pursuant to Section 12.06, to
prospective assignees or Participants, as the case may be (it being understood that each such Persons will be informed of the
confidential nature of such information and instructed to keep such information confidential on the same terms as this Section
12.16);


 


(iv)       any
Hedging Agreement entered into or proposed to be entered into in connection with the Loans made hereunder, to actual or proposed
direct or indirect contractual counterparties (it being understood that each such Persons will be informed of the confidential
nature of such information and instructed to keep such information confidential on the same terms as this Section 12.16);
and


 


(v)       any
actual or proposed credit facility for loans, letters of credit or other extensions of credit to or for the account of such Agent
or Lender or any of its Affiliates, to any Person providing or proposing to provide such loan, letter of credit or other extension
of credit or any agent, trustee or representative of such Person (it being understood that each such Persons will be informed of
the confidential nature of such information and instructed to keep such information confidential on the same terms as this Section
12.16); or


 


 (f)       to any rating agency;




 


 (g)       with the consent of the Borrower;




 




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(h)       to
the extent required, or to the extent counsel to the Agents or to any Lender reasonably determines is required to be disclosed
in connection with any public filing by Agents or such Lender;


 


 (i)       in connection with the Promotional Rights (as defined below);




 


provided that in the case
of clause (e) hereof, the Person to whom Confidential Information is so disclosed is advised of and has been directed to comply
with the provisions of this Section 12.16.


 


Notwithstanding the foregoing,
Agents and each Lender shall have the right to publicize, for general marketing and related promotional purposes, their relationship
to Borrower and the fact that they have extended the Loan to Borrower (the “Promotional Rights”) and,
in connection therewith, Borrower hereby grants to each Agent and each Lender a royalty free, non-exclusive limited license to
use Borrower’s name, trade name, trademarks, logos, trade dress and other identifying intellectual property, now existing
or hereafter acquired, in any literature, advertisements, websites, promotional or other marketing materials now or hereafter used
by such Agent or Lender.


 


Notwithstanding the foregoing,
no Agent or Lender shall have any obligation to keep information confidential if such information: (i) is or becomes public from
a source other than an Agent or a Lender, or one of an Agent’s or a Lender’s Affiliates, consultants or legal or financial
advisors in breach of this Agreement, (ii) is, was or becomes known on a non-confidential basis (to the best of such Agent’s
or Lender’s knowledge after reasonable inquiry) to or discovered by an Agent or Lender, Lenders or any of their Affiliates,
consultants or legal or financial advisors independently from communications by or on behalf of any Credit Party, or (iii) is independently
developed by an Agent without use of such confidential information, provided that, the source of such information was not
known to be bound by a confidentiality agreement with (or subject to any other contractual, legal or fiduciary obligation of confidentiality
to) the relevant Credit Party.


 


EACH LENDER
ACKNOWLEDGES THAT CONFIDENTIAL INFORMATION (AS DEFINED IN THIS SECTION 12.16) FURNISHED TO IT PURSUANT TO THIS AGREEMENT
MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND
CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE
SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES
LAWS.


 


ALL INFORMATION,
INCLUDING WAIVERS AND AMENDMENTS, FURNISHED BY THE CREDIT PARTIES OR ANY AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING,
THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE CREDIT PARTIES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE CREDIT PARTIES AND THE AGENTS
THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.


 




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SECTION 12.18    
Press Releases, etc. Each Credit Party will not, and will not permit any of its respective Subsidiaries, directly or indirectly,
to publish any press release or other similar public disclosure or announcements (including any marketing materials) regarding
this Agreement, the other Credit Documents, or any of the Transactions, without the consent of the Administrative Agent, which
consent shall not be unreasonably withheld.


 


SECTION 12.19    
Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document,
the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any
Secured Party except as expressly required by Section 12.01) to take any action requested by the Borrower having the effect
of releasing any Liens on Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction
expressly permitted by any Credit Document or that has been consented to in accordance with Section 12.01 or (ii) under
the circumstances described in paragraph (b) below.


 


(b)       At
such time as (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full
and (ii) the Commitments have been terminated, the Collateral shall be released from the Liens created by the Security Documents,
and the Security Documents and all obligations (other than those expressly stated to survive such termination) of the Collateral
Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance
of any act by any Person.


 


(c)       Upon
request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority
to release its interest in particular types or items of property, or to release any guarantee obligations pursuant to this Section
12.18. In each case as specified in this Section 12.18, the Collateral Agent will (and each Lender irrevocably authorizes
the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as
such Credit Party may reasonably request to evidence the release of such item of Collateral or guarantee obligation from the assignment
and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and
this Section 12.18.


 


SECTION 12.20    
USA Patriot Act. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required
to obtain, verify and record information that identifies the Credit Parties, which information includes the name and address of
each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot
Act. Each Credit Party agrees to provide all such information to the Lenders upon request by any Agent at any time, whether with
respect to any Person who is a Credit Party on the Closing Date or who becomes a Credit Party thereafter.


 




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SECTION 12.21    
No Fiduciary Duty. Each Credit Party, on behalf of itself and its Subsidiaries, agrees that in connection with all aspects
of the transactions contemplated hereby and any communications in connection therewith, the Credit Parties, their respective Subsidiaries
and Affiliates, on the one hand, and the Agents, the Lenders and their respective Affiliates, on the other hand, will have a business
relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents the Lenders or their
respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.


 


SECTION 12.22    
Authorized Officers. The execution of any certificate requirement hereunder by an Authorized Officer shall be considered
to have been done solely in such Authorized Officer’s capacity as an officer of the applicable Credit Party (and not individually).
Notwithstanding anything to the contrary set forth herein, the Secured Parties shall be entitled to rely and act on any certificate,
notice or other document delivered by or on behalf of any Person purporting to be an Authorized Officer of a Credit Party and shall
have no duty to inquire as to the actual incumbency or authority of such Person


 


SECTION 12.23     Judgment Currency.


 


(a)       The
obligations of the Credit Parties hereunder and under the other Credit Documents to make payments in a specified currency (the
"Obligation Currency") shall not be discharged or satisfied by any tender or recovery pursuant to any judgment
expressed in or converted into any currency other than the Obligation Currency, except to the extent that such tender or recovery
results in the effective receipt by a Secured Party of the full amount of the Obligation Currency expressed to be payable to it
under this Agreement or another Credit Document. If, for the purpose of obtaining or enforcing judgment against any Credit Party
in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency
(such other currency being hereinafter referred to as the "Judgment Currency") an amount due in the Obligation
Currency, the conversion shall be made, at the rate of exchange (as quoted by the Administrative Agent or if the Administrative
Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent)
determined, in each case, as of the Business Day immediately preceding the date on which the judgment is given (such Business Day
being hereinafter referred to as the "Judgment Currency Conversion Date").


 


(b)       If
there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment
of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, or remit, or cause to be remitted, such additional
amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency,
when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which
could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange
prevailing on the Judgment Currency Conversion Date.


 


(c)       For
purposes of determining any rate of exchange or currency equivalent for this Section 12.23, such amounts shall include any
premium and costs payable in connection with the purchase of the Obligation Currency.


 




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SECTION 12.24    
Subordination of Intercompany Indebtedness. The Credit Parties hereby agree that all present and future Indebtedness of
any Credit Party to any other Credit Party (“Intercompany Indebtedness”) shall be subordinate and junior
in right of payment and priority to the Obligations, and each Credit Party agrees not to make, demand, accept or receive any payment
in respect of any present or future Intercompany Indebtedness, including any payment received through the exercise of any right
of setoff, counterclaim or cross claim, or any collateral therefor, unless and until such time as the Obligations shall have been
indefeasibly paid in full; provided that, so long as no Default or Event of Default shall have occurred and be continuing
and no Default or Event of Default shall be caused thereby and such Indebtedness is expressly permitted hereunder, the Credit Parties
may make and receive such payments in respect of Intercompany Indebtedness as shall be customary in the ordinary course of the
Credit Parties’ business. Without in any way limiting the foregoing, in the event of any Insolvency Event, or any receivership,
liquidation, reorganization, dissolution or other similar proceedings relative to any Credit Party or to its businesses, properties
or assets, the Lenders shall be entitled to receive payment in full of all of the Obligations before any Credit Party shall be
entitled to receive any payment in respect of any present or future Intercompany Indebtedness.


 


SECTION 12.25     Public Lenders;
Trading Restrictions.


 


(a)       Each
Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Communications available to the
Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system
(the “Platform”). The Platform is provided “as is” and “as available.” The Borrower
hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials
and/or information provided by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”)
by posting the Borrower Materials on the Platform and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public
Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall
be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material
non-public information with respect to the Borrower or its securities for purposes of United States federal and state securities
laws (provided, however, that to the extent such Borrower Materials constitute Confidential Information, they shall be treated
as set forth in Section 12.17); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through
a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled to treat
any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to
have been marked “PUBLIC”, unless the Borrower notifies the Administrative Agent promptly that any such document contains
material non-public information: (1) the Credit Documents, (2) notification of changes in the terms of the credit facility hereunder
and (3) any financial statements and compliance certificates delivered by the Borrower pursuant to Section 8.01(a), (b), (c) or
(d) hereof.


 




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(b)       Borrower
shall ensure that at all times the members of its Board of Directors are provided with or have access to the Borrower Materials.
At the request of any Lender at any time, Borrower shall confirm to such Lender whether or not at such time the members of the
Board of Directors of Borrower are restricted from trading in shares of Borrower Common Stock pursuant to any corporate insider
trading or similar policy applicable to such Persons (but without, in the event that the trading window applicable to such Persons
is not open or such Persons are otherwise restricted from trading in shares of Borrower Common Stock, disclosing the specific reason
or reasons for such determination, it being understood that such limitation will not affect the Administrative Agent’s right
to receive any Borrower Information under any other provisions of this Agreement).


 


SECTION 12.26    
Original Issue Discount. THE LOANS HAVE BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES. THE ISSUE PRICE, AMOUNT OF SUCH ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY OF THESE LOANS MAY BE OBTAINED
BY WRITING TO BORROWER. ANY NOTES ISSUED HEREUNDER SHALL CONTAIN A SIMILAR LEGEND.


 


SECTION 12.27    
Tax Treatment. Borrower and Lenders agree that the Loans are indebtedness of Borrower for U.S. federal income Tax purposes.
Each party to this Agreement agrees not to take any Tax position inconsistent with such Tax characterization and shall not report
the transactions arising under this Agreement in any manner other than the issuance of debt obligations on all applicable Tax returns
unless otherwise required by a final determination within the meaning of Section 1313(a) of the Code (or a similar final determination
under applicable state or local Law).


 


SECTION 12.28    
Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA Financial Institution arising under any Credit Document may be subject to the Write-Down and Conversion Powers
of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the effects of any Bail-In Action
on any such liability, including, if applicable:


 


 (i)       a reduction in full or in part or cancellation of any such liability;




 


(ii)      a conversion of all, or a
portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent
entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other
instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 




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(iii)       the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution
Authority.


 


SECTION 12.29    
Dutch Fiscal Unity. If, at any time, a Dutch Credit Party is a member of a fiscal unity (fiscale eenheid) for Dutch
corporate income tax (vennootschapsbelasting) purposes, and such fiscal unity is, in respect of that Dutch Credit Party,
terminated (verbroken) or disrupted (beëindigd) as a result of or in connection with the Administrative Agent
enforcing its rights under any Security Document, such Dutch Credit Party shall, at the request of the Administrative Agent and
together with the parent company (moedermaatschappij) or deemed parent company (aangewezen moedermaatschappij) of
that fiscal unity, for no consideration and as soon as reasonably practicable lodge a request with the relevant Governmental Authority
to allocate and surrender any tax losses within the meaning of Article 20 of the Dutch Corporate Income Tax Act (Wet op de vennootschapsbelasting
1969) to the Dutch Credit Party leaving that fiscal unity, to the extent such ax losses are attributable (toerekenbaar)
to the Dutch Loan Party leaving that fiscal unity within the meaning of Article 15af of the Dutch Corporate Income Tax Act (Wet
op de vennootschapsbelasting 1969).


 


SECTION 12.30    
Accredited Investor Status. Each Lender represents as of the Closing Date and as of the Additional Issuance Date that:


 


(a)       such
Lender is an “accredited investor” as such term is defined in Rule 501(a) promulgated under the Securities Act whose
knowledge and experience in financial and business matters are such that such Lender is capable of evaluating the merits and risks
of its investment in the Borrower Common Stock;


 


(b)       such
Lender’s financial situation is such that it can afford to bear the economic risk of holding the Borrower Common Stock for
an indefinite period of time;


 


(c)       such
Lender can afford to suffer complete loss of its investment in the Borrower Common Stock;


 


(d)       the
Borrower has made available to such Lender all documents and information that such Lender has requested relating to an investment
in the Borrower Common Stock; and


 


(e)       such
Lender has had adequate opportunity to ask questions of, and receive answers from, the Borrower as well as the Borrower’s
officers, employees, agents and other representatives concerning the Borrower’s business, operations, financial condition,
assets, liabilities and all other matters relevant to such Lender’s investment in the Borrower Common Stock.


 


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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of
the date first above written.


 


	 	BORROWER:
	 	 
	 	PARETEUM CORPORATION
	 	 	 
	 	By:	/s/ Robert
    H. Turner
	 	Name:	Robert H. Turner
	 	Title:	Executive Chairman & Principal Executive
    Officer


 


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	 	GUARANTORS:
	 	 
	 	PARETEUM EUROPE B.V.
	 	 	 
	 	By:	/s/
    Yves van Sante
	 	Name:	Yves van Sante
	 	Title:	Director


 


	 	PARETEUM NORTH AMERICA CORP.
	 	 	 
	 	By:	/s/
    Robert H. Turner
	 	Name:	Robert H. Turner
	 	Title:	Director


 


	 	ARTILIUM N
	 	 
	 	UNITED TELECOM NV
	 	 	 
	 	By:	/s/
    Bart Weijermar
	 	Name:	Bart Weijermar
	 	Title:	as permanent representative of Artilium (UK)
    LTD, director
	 	 	 
	 	By:	/s/ Bart
    Weijermar
	 	Name:	Bart Weijermar
	 	Title:	as permanent representative of Artilium (UK)
    LTD, director
	 	 	 
	 	ARTILIUM B.V.
	 	 	 
	 	By:	/s/ Bart
    Weijermar
	 	Name:	Bart Weijermar
	 	Title:	as permanent representative of Artilium (UK)
    LTD, director


 


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	 	INTERACTIVE DIGITAL MEDIA GMBH
	 	 	 
	 	By:	/s/ Andreas
    Felke
	 	Name:	Andreas Felke
	 	Title:	Director
	 	 	 
	 	ARTILIUM GROUP LIMITED
	 	 	 
	 	By:	/s/ Alexander
    Korff
	 	Name:	Alexander Korff
	 	Title:	Director
	 	 	 
	 	iPASS INC.
	 	 	 
	 	By:	/s/ Robert
    H. Turner
	 	Name:	Robert H. Turner
	 	Title:	Director
	 	 	 
	 	iPASS IP LLC
	 	 	 
	 	By:	/s/ Denis
    McCarthy
	 	Name:	Denis McCarthy
	 	Title:	Director/CEO


 


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	 	ADMINISTRATNE AGENT AND COLLATERAL AGENT:
	 	 	 
	 	By:	/s/ Michael Bogdan
	 	Name: 	Michael Bogdan
	 	Title: 	Authorized Signatory


 


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	 	LENDERS
	 	 
	 	POST ROAD SPECIAL OPPORTUNITY FUND I LP
	 	 	 
	 	By:	/s/ Michael E. Bogdan
	 	Name: 	Michael E. Bogdan
	 	Title: 	Authorized Signatory


 


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SCHEDULE 1.01


 


Commitments.


 


	Lender	 	Commitment	 	 	Pro Rata Portion	 
	POST ROAD SPECIAL OPPORTUNITY FUND I LP	 	$	50,000,000	 	 	 	100.0	%
	Total	 	$	50,000,000	 	 	 	100.0	%



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Schedule 1.01-A


iPass Acquisition - Detailed List of
Synergies


 


	Line Item	 	Full Synergies by YE 2019	 
	Reduction in Vender Costs (COGS)	 	$	5,500,000	 
	LinkedIn Recruiting	 	 	50,000	 
	Bank Fees	 	 	50,000	 
	Tax Consultants	 	 	100,000	 
	Audit Fees	 	 	500,000	 
	Legal Fees	 	 	2,000,000	 
	Investor Relations/NASDAQ Fees	 	 	350,000	 
	D&O Insurance	 	 	400,000	 
	Director Fees	 	 	275,000	 
	PR for UK Products	 	 	25,000	 
	Consulting/IT Licenses	 	 	1,400,000	 
	Net Savings of California HQ	 	 	500,000	 
	Stock Admin	 	 	75,000	 
	Singapore Office Lease	 	 	60,000	 
	Headcount Reduction	 	 	8,000,000	 
	Total	 	$	19,285,000	 



 


SCHEDULE 7.04


LITIGATION


 


Jordan Rosenblatt v. iPass Inc., et al., Case No. 1:18-cv-03004
(the “Rosenblatt Action”):


As disclosed in Amendment No. 3 to a registration statement
on Form S-4 (the “Registration Statement”), filed with the Securities and Exchange Commission as of January 15, 2019,
in connection with the tender offer (the “Offer”) by Pareteum Corporation (the “Company”) through TBR,
Inc., the Company’s wholly- owned subsidiary formed solely for the purpose of the transaction described in the Registration
Statement, for all issued, to be issued and outstanding shares of iPass Inc. (“iPass”), on December 18, 2018, the
Rosenblatt Action was brought against iPass, the five members of the iPass board of directors, the Company and TBR, Inc. The complaint
alleged the Schedule 14d-9 filed in connection with the offer failed to disclose certain material information regarding the proposed
transaction including certain financial projections and certain inputs underlying the valuation analysis performed by Raymond
James, which rendered the Schedule 14D-9 materially false and misleading. iPass, who is addressing this claim, believes such claim
is without merit. For more information, please review the section titled “iPass Legal Proceedings” in the Registration
Statement.


 


Darrell Boswell v. iPass Inc., et al., Case No. 3:18-cv-7486
(the “Boswell Action”):


As disclosed in the Registration Statement in connection with
the Offer, on December 12, 2018, the Boswell Action is brought against iPass and the five members of the iPass board and alleges
that the Schedule 14D-9 failed to disclose material information regarding the proposed transaction including certain financial
projections, the valuation of Pareteum and the merger consideration, and certain inputs underlying the valuation analyses performed
by Raymond James & Associates, which rendered the Schedule 14D-9 materially false or misleading. iPass, who is addressing
this claim, believes such claim is without merit. For more information, please review the section titled “iPass Legal Proceedings”
in the Registration Statement.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Stephen Brown v. Elephant Talk North America
Corporation and Elephant Talk Communications Corp., Case No. 5:18-cv-00902-R in the Western District of Oklahoma (the
“Brown Action”)


A former consultant, Steve Brown (“Brown”) brought
a lawsuit against the Company claiming five (5) years’ unpaid consulting fees in an amount equal to $780,000. The Company
is investigating whether some or all of his claims are time-barred and/or frivolous. The Company’s position is that Brown
was dismissed for cause in 2013/14, and intends to defend itself in this matter vigorously. The Company does not presently have
advice pertaining to the likelihood of success of some or all elements of Brown’s claim.


 


BT vs United Telecom NV


Second Chamber of the Ondernemingsrechtbank of Leuven,
A.R. nr. A/16/01790


BT is claiming 400K by means of back billing over the period
of the last 5 years but is not providing evidence since the case was presented to Court 2 years ago. As we paid the due invoices
and have a counterclaim of an equal amount for bad performance of services by BT, we assume that BT will not insist on further
payment of the contested invoices.


 


Francine Mills v. iPass Inc.; Darin Vickery;
Case #18CIV05729 in Superior Court of California, County of San Mateo:


Suit by former employee filed in San Mateo County (California)
Superior Court in October 2018, alleging unfair employment practices and other related claims. Insurance carrier has been informed.
Litigation defense counsel has been retained. Mediation set for summer 2019.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Markus Boehm v. iPass Deutschland GmbH; Case #4 CA 44/18
in the Arbeitsgericht Hamburg (Hamburg Labor Court)


Suit by former employee filed in German labor court in February
2018 seeking payment of commissions. Insurance carrier has been informed. Litigation defense counsel has been retained. No trial
date is set, but continuing settlement negotiations are pending.


 


China Mobile International Ltd (represented by Morrison
Foerster Hong Kong); Demand letter for alleged indebtedness and threatened litigation


China Mobile International Limited (“CMI”) sent
a letter dated November 12, 2018, demanding purportedly outstanding payments of $1.9 million by November 30, 2018. CMI claims
the iPass has unpaid invoices related to the use of CMI’s network in China. iPass believes it does not owe CMI anything
because iPass does not have an agreement with CMI with commercial terms. iPass does have a commercial agreement with New Bridge
and has been paying New Bridge each month for many years for facilitating iPass’ usage of CMI’s network. iPass believes
New Bridge owes CMI money, but CMI incorrectly asserts that New Bridge is a subsidiary of iPass. A representative of iPass has
met with New Bridge and CMI to work out this dispute. At this time, iPass does not believe it owes CMI any money.


 


Litigation counsel has been engaged to defend against this
claim. Counsel has reached out to CMI and are currently in negotiation.


 


SCHEDULE 7.10


TAX LIENS


 


The following represent uncertain tax positions regarding Pareteum
Europe B.V..


 


[***]


 


SCHEDULE 7.12


SUBSIDIARIES


 


	Parent	 	Subsidiary	 	Nature of
 Ownership	 	Percentage of
 Ownership	 
	Pareteum Corporation	 	Pareteum North America Corp.	 	Common Shares	 	 	100	%
	Pareteum Corporation	 	Pareteum Europe B.V.	 	Ordinary Shares	 	 	100	%
	Pareteum Corporation	 	Elephant Talk Limited – Hong Kong	 	Ordinary Shares	 	 	100	%
	Pareteum Corporation	 	Pareteum ASIA PTE Ltd.	 	Ordinary Shares	 	 	100	%
	Pareteum Corporation	 	iPass Inc.	 	Ordinary Shares	 	 	100	%
	Pareteum Corporation	 	Artilium Group Limited	 	Common Shares	 	 	100	%
	Pareteum Europe B.V.	 	Pareteum Spain S.L.	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Communications Premium Rate Services Netherlands B.V.	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Communications Italy S.R.L.	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Business Services W.L.L.	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Mobile Services B.V.	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Guangshzou IT LTD	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Deutschland GmbH	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk Communications Luxembourg SA	 	Ordinary Shares	 	 	100	%
	Pareteum Europe B.V.	 	Elephant Talk De Mexico S.A.P.I DE C.V.	 	Common Shares	 	 	99.98	%
	Pareteum Europe B.V.	 	Asesores Profesionales ETAK S. de RL. de C.V.	 	Common Shares	 	 	99	%
	Pareteum North America Corp.	 	Pareteum UK Limited	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	Artilium UK Limited	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	Artilium NV	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	United Telecom NV	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	Artilium B.V.	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	interactive digital media GmbH	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	Artilium Trustee Company Limited	 	Ordinary Shares	 	 	100	%
	Artilium Group Limited	 	Ello Mobile BVBA	 	Ordinary Shares	 	 	100	%
	iPass Inc.	 	iPass IP LLC	 	Membership Interests	 	 	100	%
	iPass Inc.	 	iPass Holdings PTY LTD	 	Ordinary Shares	 	 	100	%



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


	Parent	 	Subsidiary	 	Nature of 

Ownership	 	Percentage of

Ownership	 
	iPass Inc.	 	iPass France SAS	 	Ordinary Shares	 	 	100	%
	iPass Inc.	 	iPass Japan Kabushiki Kaisha	 	Ordinary Shares	 	 	100	%
	iPass Inc.	 	iPass Deutschland GmbH	 	Ordinary Shares	 	 	100	%
	iPass Inc.	 	iPass Asia Pte LTD.	 	Ordinary Shares	 	 	100	%
	iPass Inc.	 	iPass (U.K.) Limited	 	Ordinary Shares	 	 	100	%




 


SCHEDULE 7.13


INTELLECTUAL PROPERTY


 


[***]


 


SCHEDULE 7.14


ENVIRONMENTAL MATTERS


 


None.


 


SCHEDULE 7.15


REAL PROPERTY


 


Real Property Owned


 


None.


 


Real Property Leased


 


	Leasing Party	 	Location of Leased Property
	Pareteum Corporation	 	The United States: 1185 Avenue of the Americas, 37th floor, New York, NY 10036, USA
	Pareteum Europe B.V.	 	The Netherlands – Aalsmeer: Hornweg 7, Aalsmeer, 1432 GD
	Artilium B.V.	 	The Netherlands – Soesterberg: Laan Blussé van Oud Alblas 2a, 3769 AT Soesterberg
	Artilium NV	 	Belgium – Brugge: Vaartdijkstraat 19, 8200 Brugge, Belgium
	United Telecom NV	 	Belgium – Rotselaar: Wingepark 5B, bus 302, 3110 Rotselaar, Belgium
	interactive digital media GmbH	 	Germany: Maria-Goeppert-Straße 7, 23562 Lübeck, Germany
	Artilium B.V.	 	Indonesia: Address: IB Building Lantai 3, JL. Imam Bonjol No. 163, 50132, Semarang, Jawa
    Tengah
	iPass Inc.	 	The United States: 3800 Bridge Parkway, Redwood Shores, CA 94065, USA
	iPass Inc.	 	The United States: Digital Realty Trust, 2820 North Western Parkway, Santa Clara, CA 95050
	iPass Inc.	 	The United States: Quality Technology Services. 1033 Jefferson Street, North West, Atlanta,
    GA, 30318.


 


Real Property Locations Holding Collateral in Excess
of $100,000


 


None.




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


SCHEDULE 7.18


PRINCIPAL PLACE OF BUSINESS/CHIEF
EXECUTIVE OFFICE


 





	Name of Credit Party	 	Chief Executive Office
	Pareteum Corporation Pareteum Europe B.V. Pareteum North America Corp.	 	c/o Pareteum, 1185 Avenue of the Americas, New York, USA
	Artilium NV	 	c/o Artilium, Vaartdijkstraat 19, 8200 Brugge, Belgium
	United Telecom NV	 	c/o Artilium, Vaartdijkstraat 19, 8200 Brugge, Belgium
	Artilium B.V.	 	c/o Artilium, Vaartdijkstraat 19, 8200 Brugge, Belgium
	interactive digital media GmbH	 	Maria-Goeppert-Strasse 7, 23562, Lübeck, Germany
	Artilium Group Limited	 	c/o Artilium, Vaartdijkstraat 19, 8200 Brugge, Belgium
	iPass Inc.	 	3800 Bridge Parkway, Redwood Shores, CA 94065
	iPass IP LLC	 	3800 Bridge Parkway, Redwood Shores, CA 94065


  



     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


SCHEDULE 7.21


CONTRACTUAL OR OTHER RESTRICTIONS


 


None.


 


SCHEDULE 7.22

COLLECTIVE BARGAINING AGREEMENTS


 


None.


 


SCHEDULE 7.23

INSURANCE


 


[***]


 


SCHEDULE 7.24

EXISTING INDEBTEDNESS


 


 


None.


 


SCHEDULE 7.25


DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS


 


[***]


 


SCHEDULE 7.27

MATERIAL CUSTOMERS


 


[***]


 


SCHEDULE 7.28

MATERIAL CONTRACTS


 


Pareteum Corporation and Subsidiaries (other than Artilium
Group Limited)


 


Promissory Note dated September 30, 2016, in the amount of
$1,000,000.00, made by each of VSFT Holdings, Inc., ValidSoft UK Limited, and ValidSoft Limited, as Obligors, payable to Pareteum
Corporation (f/k/a Elephant Talk Communications Corp.), as Holder.


 


Contract dated November 1, 2013 between Vodafone Enabler Espana,
S.L. and Pareteum Europe Holding, B.V.


 


Supplier Agreement dated January 8, 2018 between Pareteum Corporation
and Citibank, N.A.


 


Note Purchase Agreement dated November 26, 2018 between Pareteum
Corporation and Yonder Media Mobile Inc.


 


First Amendment to Convertible Note Purchase Agreement dated
February 11, 2019 between Pareteum Corporation and Yonder Media Mobile Inc.


 


Artilium Group Limited and Subsidiaries


 


License Agreement between Artilium NV and Telenet Group BVBA
(01.01.2017)


 


License Agreement between Artilium NV and Begacom NV (28.12.2008)


 


License Agreement between Artilium NV and Lycamobile NV (23.03.2017)





 







     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Service Agreement between United
Telecom NV and Billi BVBA (12.01.16)


 


Service Agreement between United Telecom NV and Lmobishop BV
(08.01.2016)


 


Service Agreement between United Telecom NV and Premier Telecom
SPRL (19.09.2005)


 


Service Agreement between Artilium B.V. and Livecom International
BV (was a member of Comsys group now Artilium B.V.) - Philips Electronics Nederland BV (prolongated 01.01.2018)


 


Service Agreement between Comsys Telecom Media BV ( now Artilium
B.V.) - I-New Unified Mobile Solution AG (15.03.2016)


 


Service Agreement between interactive digital media GmbH and
Google Ireland Limited (12.12.2016)


 


Service Agreement between interactive digital media GmbH and
Bofrost Dienstleistungs GmbH Co KG (2014)


 


Service Agreement between interactive digital media GmbH and
MS Inovations SA (France) (2014)


 


iPass Inc. and Subsidiaries


 


Common Stock Purchase Warrant with Drawbridge Special Opportunities
Fund LP, dated June 14, 2018




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Common Stock Purchase Warrant with FIP UB Investments LP, dated
June 14, 2018


 


Schedule 8.17


 


Post-Closing Covenants


 


As soon as practicable, but in any event:


 


		1.	within five (5) Business Days of the Closing Date, the Credit
                                         Parties shall furnish, or cause to be furnished, to each Lender a stock certificate evidencing
                                         such Lender’s Closing Date Lender Shares;



 


		2.	by July 31, 2019, the Credit Parties shall furnish to the
                                         Administrative Agent the [***] Consent and Acknowledgment, in form and substance reasonably
                                         acceptable to the Administrative Agent;



 


		3.	within twenty (20) days of the Closing Date, the Credit Parties
                                         shall deliver, or cause to be delivered, to the Administrative Agent, certificates of
                                         insurance (on ACORD form 28 with respect to property insurance and ACORD form 25 with
                                         respect to liability insurance or, with respect to any Foreign Subsidiary, such evidence
                                         of insurance customary in such Foreign Subsidiary’s jurisdiction of formation)
                                         from the Credit Parties’ insurance carriers naming the Administrative Agent as
                                         additional insured and/or loss payee, as applicable, as required by the Credit Agreement
                                         and the other Credit Documents, together with endorsements from the Credit Parties’
                                         insurance carriers (or, with respect to any Foreign Subsidiary, any similar instrument
                                         customary in such Foreign Subsidiary’s jurisdiction of formation) naming the Administrative
                                         Agent as additional insured and/or loss payee, as applicable, consistent with such certificates
                                         and, in each case, in form and substance reasonably satisfactory to the Administrative
                                         Agent;



 


		4.	within thirty (30) days of the Closing Date, the Credit Parties
                                         shall deliver, or cause to be delivered, to the Administrative Agent, (i) a duly executed
                                         Share Pledge Agreement, in form and substance acceptable to the Administrative Agent,
                                         by and among Artilium UK, as pledgor, Interactive, as company, the German Security Trustee
                                         as pledgee and German security agent and the Lenders as pledgees; (ii) an executed opinion
                                         letter from CMS Hasche Sigle Partnerschaft von Rechtsanwälten und Steuerberatern
                                         mbB, German counsel to the Credit Parties; (iii) an executed opinion letter from Bird
                                         & Bird LLP, German counsel to the Administrative Agent in respect of enforceability;
                                         and (iv) an updated certificate in substantially the form described in Section 5.01(d)(vi)
                                         of the Credit Agreement, in each case, in form and substance acceptable to the Administrative
                                         Agent; provided, that, the documents described in the foregoing clauses (i) through
                                         (iv) shall all be dated as of the same date and delivered to the Administrative Agent
                                         on such date.



 


		5.	by May 31, 2019, the Credit Parties shall furnish to the Administrative
                                         Agent the [***] Consent and Acknowledgment, in form and substance reasonably acceptable
                                         to the Administrative Agent;



 


		6.	within ten (10) days of the Closing Date, the Credit Parties
                                         shall deliver, or cause to be delivered, to the Administrative Agent, the “wet
                                         ink” original Promissory Note dated as of September 30, 2016 executed and delivered
                                         by each of VSFT Holdings, Inc., ValidSoft UK Limited and ValidSoft Limited in favor of
                                         the Borrower, together with an undated note power covering such promissory note duly
                                         executed in blank by the Borrower and otherwise in form and substance satisfactory to
                                         Collateral Agent;



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


		7.	within ten (10) days of the Closing Date, the Credit Parties
                                         shall deliver, or cause to be delivered, to the Administrative Agent, a Collateral Access
                                         Agreement, in form and substance reasonably satisfactory to the Administrative Agent,
                                         with respect to the real property leased by iPass located at 3800 Bridge Parkway, Redwood
                                         City, California; and



 


		8.	within (2) two Business Days of the Closing Date, the Credit
                                         Parties shall deliver, or cause to be delivered, to the Administrative Agent a Control
                                         Agreement with respect to the deposit accounts of each of Pareteum Corporation and Pareteum
                                         North America Corp. located at Silicon Valley Bank, in each case, in form and substance
                                         acceptable to the Administrative Agent.



 



     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


SCHEDULE 9.02 LIENS


 


None.


 


SCHEDULE 9.05


INVESTMENTS


 


ValidSoft UK Limited


That certain Promissory Note dated September 30, 2016, in the
amount of $1,000,000.00, made by each of VSFT Holdings, Inc., ValidSoft UK Limited, and ValidSoft Limited, as Obligors, payable
to Pareteum Corporation (f/k/a Elephant Talk Communications Corp.), as Holder.


 


Yonder Media Mobile Inc.


$5,000,000 Convertible Note Purchase Agreement (the “NPA”)
dated as of November 26, 2018 by and among Yonder Media Mobile, Inc. (“Yonder”) and Pareteum Corporation (“Pareteum”)
and First Amendment to the NPA dated as of February 11, 2019 (the “Amendment”). Pursuant to the NPA, there are three
convertible promissory notes executed by Yonder in favor of Pareteum, one dated November 26, 2018 in the amount of $500,000, a
second dated January 7, 2019 in the amount of $500,000 and a third dated February 12, 2019 in the amount of $200,000.


 


UTS Joint venture (dormant): ET-UTS
NV was incorporated in Curacao, the Netherlands Antilles, on April 9, 2008 as a 51% subsidiary of Elephant Talk Caribbean B.V.
with the remaining 49% owned by our joint venture partner UTS N.V. The purpose of ET-UTS NV was to design, install, maintain and
exploit WIFI and WIMAX networks in the Caribbean area and Surinam, however the project was never launched and the entity is being
wound down SCHEDULE 9.09 TRANSACTIONS WITH AFFILIATES




 


None.


 


SCHEDULE 9.12

DESCRIPTION OF BUSINESS


 


Pareteum Corporation (“Pareteum”) is a leading
global provider of mobile communications technology platforms and high-value services that increase revenues and reduce costs
for its customers globally with a SaaS business model and a diverse customer base that ranges from small tech companies to some
of the largest mobile networks in the world. Pareteum provides mobile networking software and services solutions, including a
managed services platform, global mobile cloud platform services and application exchange developer’s platform services.


 


Organizations use Pareteum to energize their growth and profitability
through cloud communication services and complete turnkey solutions featuring relevant content, applications, and connectivity
worldwide. Pareteum’s platform services partners (technologies integrated into Pareteum’s cloud) include: HPE, IBM,
Sonus, Oracle, Microsoft, and other world class technology providers. All of the relevant customer acquired value is derived from
Pareteum’s award winning software, developed and enhanced over many years. By harnessing the value of communications, Pareteum
serves enterprise, retail and IoT customers. Pareteum currently has offices in New York, Sao Paulo, Madrid, Barcelona, Bahrain
and the Netherlands. On October 1, 2018, Pareteum completed the acquisition of all of the outstanding shares of Artilium plc,
a public limited company registered in England and Wales (“Artilium”), at which time Artilium became a wholly-owned
subsidiary of Pareteum.


 


iPass Inc. (“iPass”) is a leading provider of global
mobile connectivity, offering simple, secure, always-on Wi-Fi access on any mobile device. Built on a software-as-a-service (“SaaS”)
platform, the iPass cloud-based service keeps its customers connected by providing unlimited Wi-Fi connectivity on unlimited devices.
iPass is the world’s largest Wi-Fi network, with more than 68 million hotspots globally, at airports, hotels, train stations,
convention centers, outdoor venues, inflight on more than 20 leading airlines, and more. Using patented technology, the iPass
SmartConnectTM platform takes the guesswork out of Wi-Fi, automatically connecting customers to the best hotspot for their
needs. Customers simply download the iPass application (“app”) to experience UNLIMITED, EVERYWHERE and INVISIBLE Wi-Fi.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


SCHEDULE 12.02


 


Addresses for Notices.


1185 Avenue of the Americas, 37th Floor


New York, NY 10036


Attention: Hal Turner


Email: hal.turner@pareteum.com


 


with a copy to:


Sichenzia Ross Ference LLP


1185 Avenue of the Americas, 37th Floor


New York, New York 10036


Attention: Darrin Ocasio, Esq.


Fax: (212) 930-9725


Email: dmocasio@srf.law


 


If to Administrative Agent or Collateral Agent:


c/o Post Road Group


2 Landmark Square, Suite 207


Stamford, CT 06901


Attention: Michael Bogdan


Email: mbogdan@postroadgroup.com


 


with copies to:


Locke Lord LLP


111 Huntington Avenue


Boston, MA 02199


Attention: George Ticknor, Esq.


Fax: (617) 227-4420


Email: George.ticknor@lockelord.com


 


If to any Lender:


 


At its address or facsimile number set forth in its Administrative
Questionnaire.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


EXHIBIT A


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


Reference is made
to the Credit Agreement dated as of February 26, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), by and among PARETEUM CORPORATION, a Delaware corporation
(the “Borrower”), any Subsidiaries of Borrower that are Guarantors or become Guarantors pursuant to
Section 8.10 or Section 8.17         of the Credit Agreement (the “Guarantors”,
and, together with Borrower, the “Credit Parties”), the lenders from time to time party thereto (each,
a “Lender”, and collectively, the “Lenders”), POST ROAD ADMINISTRATIVE LLC,
a Delaware limited liability company (“Post Road”), as administrative agent for the Lenders (in such
capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and
as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the
“Collateral Agent” and together with the Administrative Agent, collectively, the “Agents”
and each an “Agent”).


 


Unless otherwise defined
herein, capitalized terms used herein and defined in the Credit Agreement shall have the meanings given to them in the Credit
Agreement.


 


The Assignor identified
on Schedule l hereto (the “Assignor”) and the Assignee identified on Schedule l hereto (the “Assignee”)
agree as follows:


 


1.          The
Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably
purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the interest
described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations
under the Credit Agreement with respect to the Loans made pursuant to the Credit Agreement as set forth on Schedule 1 hereto (the
“Assigned Loans”), in a principal amount as set forth on Schedule 1 hereto.


 


2.          The
Assignor (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant
thereto, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that
such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower, any of its Subsidiaries or any other Credit Party or the performance
or observance by the Borrower, any of its Subsidiaries or any other Credit Party of any of their respective obligations under
the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and
(c) attaches any promissory notes held by it evidencing the Assigned Loans (“Notes”); and (i) requests
that the Administrative Agent, upon request by the Assignee, exchange the attached Note(s) for a new Note or Notes payable to
the Assignee and (ii) if the Assignor has retained any interest in the Loans under the Credit Agreement, requests that the Administrative
Agent exchange the attached Note(s) for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the
assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


3.          The
Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms
that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered pursuant to Section
8.01 thereof or referred to in Section 7.09 thereof and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and Acceptance; (c) agrees that it will, independently and
without reliance upon the Assignor, any Agent or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement,
the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes
each Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the
other Credit Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to such Agent
by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United
States, its obligation pursuant to Section 4.04 of the Credit Agreement.


 


4.          The
effective date of this Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the
“Effective Date”). Following the execution of this Assignment and Acceptance, it will be delivered to
the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective
as of the Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five (5) Business
Days after the date of such acceptance and recording by the Administrative Agent).


 


5.          Upon
such acceptance and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect
of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which
have accrued to the Effective Date and to the Assignee for amounts which have accrued subsequent to the Effective Date.


 


6.          From
and after the Effective Date, (a) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Lender thereunder and under the other Credit Documents and shall be bound
by the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement.


 


7.          This
Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York, without reference
to conflicts of law provisions which would result in the application of the laws of any other jurisdiction.


 


[Signature page follows]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized
officers.


 


	[Name of Assignor]	 	[Name of Assignee]
	 	 	 
	By:	 	 	By:	 
	Name:	 	Name:
	Title	 	Title


 


[Signature Page to Assignment and Acceptance]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Schedule 1


to Assignment and Acceptance


 


	Name of Assignor:	 	 
	 	 	 
	Name of Assignee:	 	 
	 	 	 
	Effective Date of Assignment:	 	 


 


	Credit	Principal	 
	Facility Assigned	Amount Assigned	 
	 	 	 
	Loan	$_____________	 


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


	[Acknowledged][Accepted and Consented to]1:	 	[Consented To:
	 	 	 
	POST ROAD ADMINISTRATIVE LLC,	 	PARETEUM CORPORATION]2
	as Administrative Agent	 	as Borrower
	 	 	 	 	                  
	By:	                               	 	By:  	 
	Name:	 	 	Name:	 
	Title:	 	 	Title:	 


 





 



 


1 To the extent required under Section
12.06 of the Credit Agreement.


2 To the extent required under Section
12.06 of the Credit Agreement.


 


[Signature Page to Assignment and Acceptance]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    




 


EXHIBIT B


 


FORM OF COMPLIANCE CERTIFICATE


 


_____________, 20        


 


This compliance certificate
(this “Certificate”) is delivered pursuant to Section 8.01(d) of the Credit Agreement dated as
of February 26, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among PARETEUM CORPORATION, a Delaware corporation (the “Borrower”),
any Subsidiaries of Borrower that are Guarantors or become Guarantors pursuant to Section 8.10 or Section 8.17 of
the Credit Agreement (the “Guarantors”, and, together with Borrower, the “Credit Parties”),
the lenders from time to time party thereto (each, a “Lender”, and collectively, the “Lenders”),
POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company (“Post Road”), as administrative
agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative
Agent”) and as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns
in such capacity, the “Collateral Agent” and together with the Administrative Agent, collectively, the
“Agents” and each an “Agent”). Unless otherwise defined herein, capitalized
terms used herein and in the Attachments hereto shall have the meanings provided in the Credit Agreement.


 


The undersigned hereby
certifies that he or she is an Authorized Officer of the Borrower, and further certifies, on behalf of the Credit Parties, that:
(i) the financial information delivered with this Certificate in accordance with Section 8.01[(a)]/[(b)]/[(c)] of the Credit
Agreement presents fairly in all material respects the financial condition, results of operations and cash flows of Borrower and
its Subsidiaries in accordance with GAAP at the respective dates of such information and for the respective periods covered thereby,
subject in the case of unaudited financial information, to changes resulting from normal year-end audit adjustments and to the
absence of footnotes; (ii) as of the date hereof [a Consolidated Revenue Testing Period is not in effect] [a Consolidated Revenue
Testing Period is in effect, and set forth on Attachment 6 hereto is a calculation of the Consolidated Revenue of the Credit
Parties]; and (iii) as of the date hereof [no Default or Event of Default has occurred and is continuing] [a Default/an Event
of Default has occurred and set forth on Attachment 9 are the details specifying such Default or Event of Default and the
action taken or to be taken with respect thereto]. The undersigned hereby further certifies, on behalf of the Credit Parties,
that as of  , 20 (the “Computation Date”):


 


(1)         Liquidity
of the Credit Parties on the Computation Date was $ , as computed on Attachment 1 hereto. Liquidity as of such
Computation Date must be greater than or equal to $2,000,000, pursuant to Section 9.13(a) of the Credit Agreement.


 


(2)         The
Total Leverage Ratio, as of the last day of the fiscal quarter ended on the Computation Date was to 1.00, as detailed
on Attachment 2 hereto. The Total Leverage Ratio as of such date must not exceed the amount set forth below opposite such
fiscal quarter, pursuant to Section 9.13(b) of the Credit Agreement.


 


(3)         


 


	Fiscal Quarter Ending	 	Total Leverage Ratio
	March 31, 2019	 	[***]:1.00
	June 30, 2019	 	[***]:1.00
	September 31, 2019 and each fiscal quarter thereafter	 	[***]:100





 



     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


(4)         The
Current Assets to Debt Ratio, as of the last day of the fiscal quarter ended on the Computation Date was to 1.00, as computed
on Attachment 3 hereto. The Current Assets to Debt Ratio as of such date must not be less than [***]to
1.00 pursuant, to Section 9.13(c) of the Credit Agreement.


 


(5)         The
Churn Rate, as of the last day of the fiscal quarter ended on the Computation Date was ___________%, as computed on Attachment 4
hereto. The Churn Rate as of such date must not be greater than [***] percent ([***]%), pursuant to Section 9.13(d) of
the Credit Agreement.1


 


(6)         Adjusted
EBITDA, as of the last day of the fiscal quarter ended on the Computation Date was $ , as computed on Attachment
5 hereto. Adjusted EBITDA as of such date must not be less than the amount set forth below opposite such fiscal quarter, pursuant
to Section 9.13(e) of the Credit Agreement.


 


	Fiscal Quarter Ending	 	Adjusted EBITDA
	March 31, 2019	 	$[***]
	June 30, 2019	 	$[***]
	September 31, 2019	 	$[***]
	December 31, 2019	 	$[***]
	March 31, 2020	 	$[***]
	June 30, 2020	 	$[***]
	September 31, 2020	 	$[***]
	December 31, 2020	 	$[***]
	March 31, 2021	 	$[***]
	June 30, 2021	 	$[***]
	September 31, 2021	 	$[***]
	December 31, 2021	 	$[***]



 


 


(7)         [Consolidated
Revenue, as of the last day of the fiscal quarter ended on the Computation Date, was $ , as computed on Attachment
6 hereto. Consolidated Revenue as of such date must not be less than the amount set forth below opposite such fiscal quarter,
pursuant to Section 9.13(f) of the Credit Agreement.]2


 


	Fiscal Quarter Ending	 	Consolidated Revenue
	March 31, 2019	 	$[***]
	June 30, 2019	 	$[***]
	September 31, 2019	 	$[***]
	December 31, 2019	 	$[***]



 


 






1 Provided,
however, that, the Borrower’s failure to comply with such maximum Churn Rate covenant during any fiscal quarter ending
on or before December 31, 2019 shall not constitute a Default or Event of Default hereunder so long as the Borrower maintains
compliance with Section 9.13(f) of the Credit Agreement.


2 To be delivered only
upon the occurrence of a Consolidated Revenue Testing Period, as defined in the Credit Agreement.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


(8)         [Attachment
7 hereto contains the changes as of the Computation Date, if any, in the identity of the Subsidiaries from those provided
to the Lenders as of the Closing Date or the prior fiscal period, as the case may be.3]


 


(9)         [Attachment
8 hereto contains (x) an updated Schedule 7.15 and Schedule 7.25 of the Credit Agreement (if applicable) and
(y) a written supplement substantially in the form of Schedules 1-5, as applicable, to the Security Agreement with respect to
any additional assets and property acquired by any Credit Party after the Closing Date or the previous Computation Date (as the
case may be), all in reasonable detail.4]


 


(10)        The
aggregate amount on deposit in Excluded Accounts (other than Excluded Accounts that are zero-balance accounts used solely to fund
payroll or employee benefits) was $ as of the Computation Date. Such aggregate amount must be less than $350,000 pursuant
to the Credit Agreement.


 


[Remainder of page intentionally left
blank; signature page follows]


 


 






3 To be delivered only with annual financial reports.


 


4 To be delivered only with annual financial reports.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


The foregoing information is true, complete
and correct as of the date first stated above. 





 


	 	BORROWER:
	 	 
	 	PARETEUM CORPORATION
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Authorized Officer



 



     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 1


(to _/_/_

Compliance Certificate)


 


LIQUIDITY


 


As of                      ,
20     (the “Computation Date”)


 


	“Liquidity” shall mean the sum, for the Credit Parties,
    of:	 
	 	 
	unrestricted cash  ($ )  and  Cash
     Equivalents ($ ), in each case, which is held in deposit accounts which are subject to Control Agreements
    .............	$
	 	 
	Minimum Required Liquidity	$2,000,0005
	 	 
	In compliance?	Yes/No


 


5 Liquidity.
Pursuant to Section 9.13(a) of the Credit Agreement, the Credit Parties will not permit Liquidity of the Credit Parties to be
less than $2,000,000 at any time.


 






     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 2


(to _/_/_


Compliance Certificate)


 


TOTAL LEVERAGE RATIO


 


As of the last day of the fiscal quarter ended
on                      , 20       (the “Computation Date”)


 


	 	“Total Leverage Ratio” shall mean, as of any date, the
    ratio of:	 
	 	 	 
	(a)	Consolidated Total
        Debt: an amount determined for the Consolidated Companies as of the Computation Date, equal to the outstanding principal
        amount of all Funded Debt (as defined in the Credit

        Agreement)
	$                       
	 	 	 
	 	divided by	 
	 	 	 
	(b)	Adjusted EBITDA: an amount determined
        for the Consolidated Companies for the period of four consecutive fiscal quarters of Borrower most recently ended on or
        prior to the Computation Date (as

        calculated in Attachment 5 below).6
	$                       
	 	 	 
	(C)	TOTAL LEVERAGE RATIO ((a) ÷ (b)):
        The Total Leverage Ratio as

        of the Computation Date is:
	              to 1
	 	 	 
	 	The Maximum Total Leverage Ratio is required to be not greater than:	[***] [***] to 1.007
	 	 	 
	 	In compliance?	Yes/No


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 





 



 6 Provided that for the purposes of
computation of the Total Leverage Ratio for the period of twelve consecutive months ending: (A) June 30, 2018, Adjusted EBITDA
shall equal Adjusted EBITDA for the fiscal quarter ending on such date multiplied by four (4); (B) September 30, 2018, Adjusted
EBITDA shall equal Adjusted EBITDA for the two fiscal quarters ending on such date multiplied by two (2) and (C) December 31,
2018, Adjusted EBITDA shall equal Adjusted EBITDA for the three fiscal quarters ending on such date multiplied by four-thirds
(4/3).


 


7 Maximum Total Leverage Ratio.
Pursuant to Section 9.13(b) of the Credit Agreement, the Credit Parties will not permit the Total Leverage Ratio, as of the last
day of each fiscal quarter, to be greater than the amount set forth below opposite such fiscal quarter:


 


	Fiscal Quarter Ending	 	Total Leverage Ratio
	March 31, 2019	 	[***]:1.00
	June 30, 2019	 	[***]:1.00
	September 31, 2019 and each fiscal quarter thereafter	 	[***]:100



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 3


(to _/_/_

Compliance Certificate)


 


CURRENT ASSETS TO DEBT RATIO


 


As of the last day of the fiscal quarter ended
on                    , 20     (the “Computation Date”)


 


	 	“Current Assets to Debt Ratio” shall mean, as of any
    date, the ratio of:	 
	 	 	 
	(a)(i)	unrestricted cash and Cash Equivalents of the Consolidated Companies as of the Computation
    Date;	$                       
	 	 	 
	 	plus	 
	 	 	 
	(a)(ii)	accounts receivable owing to the Consolidated Companies as of the Computation
    Date so long as such accounts receivable have not been (x) outstanding more than 60 days after the original due date therefor
    or (y) otherwise written off the books of the Borrower or designated as uncollectible by the Borrower in its reasonable discretion.	$                       
	 	 	 
	 	Subtotal (a): (a)(i) plus (a)(ii)	$                       
	 	 	 
	 	divided by:	 
	 	 	 
	(b)	Consolidated Total Debt: an amount determined for the Consolidated Companies as of
    the Computation Date, equal to the outstanding principal amount of all Funded Debt (as defined in the Credit Agreement)	$                       
	 	 	 
	 	CURRENT ASSETS TO DEBT RATIO ((Subtotal (a)) ÷ (b)): The Current Assets to Debt Ratio
    as of the Computation Date is:	            to 1
	 	 	 
	 	The Minimum Current Assets to Debt Ratio is required to be greater than or equal to:	[***] to 1.008
	 	 	 
	 	In compliance?	Yes/No
	 	 	 


 





 



 8 Minimum
Current Assets to Debt Ratio. Pursuant to Section 9.13(c) of the Credit Agreement, the Credit Parties will not permit the
Current Assets to Debt Ratio, as of the last day of each fiscal quarter, to be less than [***] to
1.00.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 4


(to _/_/_

Compliance Certificate)


 


CHURN RATE


 


As of the last day of the fiscal quarter ended
on                      , 20      (the “Computation Date”)


 


	 	“Churn Rate” shall mean, for any period, the ratio,
    expressed as a percentage, of:	 
	 	 	 
	(a)(i)	RMR (as defined in the Credit Agreement)
        attributed to any

        customer contracts that were cancelled during
        such period; minus
	$                       
	 	 	 
	(a)(ii)	RMR attributed to any new customer contracts
        that were entered

        into during such period by existing customers
	$                       
	 	 	 
	 	Subtotal (a): (a)(i) minus (a)(ii)	$                       
	 	 	 
	 	divided by	 
	 	 	 
	(b)	RMR at the beginning of such period	$                       
	 	 	 
	(C)	CHURN RATE (Subtotal (a) ÷ (b)) (expressed
        as a percentage):

        The Churn Rate as of the Computation Date
        is:
	             %
	 	 	 
	 	The Maximum Churn Rate is required to be less than or equal to:	[***] %9
	 	 	 
	 	In compliance?	Yes/No
	 	 	 


 





 



 9 Maximum Churn Rate. Pursuant to Section
9.13(d) of the Credit Agreement, the Credit Parties will not permit the Churn Rate, as of the last day of each fiscal quarter,
to be greater than [***] percent ([***]%); provided, however, that, the Borrower’s failure to comply with
such maximum Churn Rate covenant during any fiscal quarter ending on or before December 31, 2019 shall not constitute a Default
or Event of Default hereunder so long as the Borrower maintains compliance with Section 9.13(f) of the Credit Agreement.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 5


(to _/_/_

Compliance Certificate)


 


ADJUSTED EBITDA


 


As of               ,
20   (the “Computation Date”)

for the four fiscal quarters ending on the

Computation Date (the “Computation Period”)


 


	 	“Adjusted EBITDA” shall mean, for a specified period,
    an amount determined for the Consolidated Companies equal to:	 
	 	 	 
	(a)	Consolidated Net Income	$                       
	 	 	 
	(b)	plus, to the extent reducing Consolidated Net Income, the sum of,
    without duplication, amounts for:	 
	 	 	 
	 	(i)	Consolidated Interest Expense;	$                       
	 	 	 
	 	(ii)         Taxes paid in cash by
    the Consolidated Companies (provided that, if there is a Tax refund received in such period, the amount thereof shall be deducted
    from Consolidated Net Income for purposes of calculating Adjusted EBITDA);	$                       
	 	 	 
	 	(iii)	total depreciation expense;	$                       
	 	 	 
	 	(iv)	total amortization expense;	$                       
	 	 	 
	 	(v)         fees, charges and expenses
    incurred in connection with the consummation of the Transactions on or prior to the Closing Date;	$                       
	 	 	 
	 	(vi)        fees, charges and expenses
    (other than restructuring expenses) incurred in connection with the consummation of any Permitted Acquisition in an aggregate
    amount not to exceed $250,000 in any fiscal year;	$                       
	 	 	 
	 	(vii)       non-cash charges reducing Consolidated
    Net Income (excluding any such non-cash item to the extent that it represents an accrual or reserve for potential cash items
    in any future period or amortization of a prepaid cash item that was paid in a prior period) including non-cash compensation
    expense in respect of stock option plans;	$                       





 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


	 	(viii)      the amount of any severance and other
    restructuring expenses, in each case, to the extent (A) set forth on Schedule 1.01-A (or as may be subsequently incorporated
    into such Schedule as agreed to in writing by the Administrative Agent in its sole discretion following delivery of a certificate
    from an Authorized Officer of the Borrower certifying the amount and purpose of such expense), (B) deducted in such period
    in computing Consolidated Net Income, and (C) actually paid in cash during such period; and	$                       
	 	 	 
	 	(ix)         such other amounts as agreed to
    in writing by the Administrative Agent in its sole discretion following delivery of a certificate from an Authorized Officer
    of the Borrower certifying the rationale for the inclusion of such amount.	 
	 	 	 
	 	Subtotal (b): sum of (b)(i) through (b)(ix)	$                       
	 	 	 
	(c)	minus, to the extent increasing Consolidated Net Income, the sum of, without
    duplication, amounts for:	 
	 	 	 
	 	(i)          other non-cash gains increasing
    Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual
    or reserve for potential cash item in any prior period);	$                       
	 	 	 
	 	(ii)         any income or gains from disposal
    of disposed, abandoned, transferred, closed or discontinued operations; and	$                       
	 	 	 
	 	(iii)        to the extent not deducted in determining
    such Consolidated Net Income, all cash payments during such period on account of reserves and other non-cash charges added
    to Consolidated Net Income after the Closing Date pursuant to clause (b)(vii).	 
	 	 	 
	 	Subtotal (c): sum of (c)(i) through (c)(iii)	$                       
	 	 	 
	 	Adjusted EBITDA: Consolidated Net Income plus Subtotal (b) minus Subtotal (c)	$                       
	 	 	 
	 	Minimum Adjusted EBITDA: Adjusted EBITDA is required to be greater than or equal to:	$                       10


 


 






10 Minimum Adjusted EBITDA. Pursuant to Section 9.13(e)
of the Credit Agreement, the Credit Parties will not permit Adjusted EBITDA, as of the last day of each fiscal quarter, to be
less than the amount set forth below opposite such fiscal quarter:


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


	 	In compliance?	Yes/No


 





 



 


	Fiscal Quarter Ending	 	Adjusted EBITDA
	March 31, 2019	 	$[***]
	June 30, 2019	 	$[***]
	September 31, 2019	 	$[***]
	December 31, 2019	 	$[***]
	March 31, 2020	 	$[***]
	June 30, 2020	 	$[***]
	September 31, 2020	 	$[***]
	December 31, 2020	 	$[***]
	March 31, 2021	 	$[***]
	June 30, 2021	 	$[***]
	September 31, 2021	 	$[***]
	December 31, 2021	 	$[***]



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 6


(to _/_/_

Compliance Certificate)


 


CONSOLIDATED REVENUE


 


[Borrower to complete if
applicable]


 


As of the last day of the fiscal quarter ended
on                         , 20      (the “Computation Date”)


 


	“Consolidated Revenue” shall mean, for any specified
    period:	 
	 	 
	the   revenue   of   the   Consolidated   Companies   calculated   and   recognized
    in accordance with GAAP	$                
	 	 
	Minimum Consolidated Revenue: Consolidated Revenue is required to be
    greater than or equal to:	$                 11
	 	 
	In compliance?	Yes/No


 





 



11 Minimum Consolidated
Revenue. Pursuant to Section 9.13(f) of the Credit Agreement, during the continuance of a Consolidated Revenue Testing Period,
the Credit Parties will not permit Consolidated Revenue, as of the last day of each fiscal quarter, to be less than the amount
set forth below opposite such fiscal quarter:


 


	Fiscal Quarter Ending	 	Consolidated Revenue
	March 31, 2019	 	$[***]
	June 30, 2019	 	$[***]
	September 31, 2019	 	$[***]
	December 31, 2019	 	$[***]



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Attachment 7


(to _/_/_

Compliance Certificate)


 


CHANGES IN IDENTITY OF THE SUBSIDIARIES


 


[Borrower to complete if
applicable]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

Attachment 8


(to _/_/_

Compliance Certificate)


 


UPDATES/SUPPLEMENTS TO CERTAIN SCHEDULES


 


[Borrower to complete if applicable]


 


(i) An
updated Schedule 7.15 and Schedule 7.25 of the Credit Agreement (if applicable); and


 


(ii) A
written supplement substantially in the form of Schedules 1-5, as applicable, to the Security Agreement with respect to any additional
assets and property acquired by any Credit Party after the Closing Date on the previous Computation Date (as the case may be),
all in reasonable detail.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


[Attachment 9


(to _/_/_

Compliance Certificate)


 


DETAILS SPECIFYING DEFAULT
OR EVENT OF DEFAULT


AND THE ACTION
TAKEN OR TO BE TAKEN WITH RESPECT THERETO]12


 


[Borrower to list any existing Defaults
or Events of Default, specifying the nature and period of existence of each, and the actions Borrower has taken, is undertaking
and proposes to take in respect thereof. If no Defaults and no Events of Default are then in existence, such schedule should read
“None”.]





 


12 This attachment is to
be used if a Default or Event of Default is occurring or continuing during the time that the Compliance Certificate is completed.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


EXHIBIT C


 


FORM OF NOTE


 


	[$                  ] 		[                 ], 20[_]



 


FOR VALUE
RECEIVED, the undersigned (the “Borrower”), hereby unconditionally promises to pay to [                  ],
a [              ] [                      ], or its registered assigns (the “Holder”), in lawful money of the
United States and in immediately available funds, the principal amount of (a) [                                      ] DOLLARS ($[                    ]), or,
if less, (b) the unpaid principal amount of the Loan of the Holder outstanding under the Credit Agreement referred to below.
The principal amount of this Note (as amended, restated, supplemented or otherwise modified, this
“Note”) shall be paid in the amounts and on the dates specified in the Credit Agreement to the
account designated by the Administrative Agent. The Borrower further agrees to pay interest in like money to the account
designated by the Administrative Agent on the unpaid principal amount hereof from time to time outstanding at the rates and
on the dates specified in the Credit Agreement.


 


Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.


 


The Holder is authorized
to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto
and made a part hereof the date, and amount of the Loan and the date and amount of each payment or prepayment of principal with
respect thereto. Each such endorsement shall constitute prima facie evidence, absent manifest error, of the accuracy of
the information endorsed. The failure to make any such endorsement or any error in any such endorsement shall not affect the obligations
of the Borrower in respect of the Loan.


 


This Note (a) is one
of the promissory notes referred to in the Credit Agreement, dated as of February 26, 2019 (as amended, restated, amended and
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among
the Borrower, any Subsidiaries of Borrower that are Guarantors or become Guarantors pursuant to Section 8.10 or Section 8.17 of
the Credit Agreement, the Lenders from time to time party thereto, Post Road Administrative LLC, a Delaware limited liability
company, as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity,
the “Administrative Agent”) and as collateral agent for the Secured Parties, (b) is subject to the provisions
of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit
Agreement. This Note is secured and guaranteed as provided in the Credit Documents. Reference is hereby made to the Credit Documents
for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security
and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights
of the Holder in respect thereof.


 


Upon the occurrence
and continuance of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement.


 


All parties now and
hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment,
demand, protest and all other notices of any kind.


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND
IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 12.06 OF THE CREDIT AGREEMENT.


 


THIS NOTE SHALL
BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO CONFLICTS
OF LAW PROVISIONS WHICH WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.


 


THE BORROWER AND
THE HOLDER (BY ACCEPTANCE OF THIS NOTE) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signature page follows]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


IN WITNESS WHEREOF, the undersigned has
caused this Note to be executed by its duly authorized officer as of the day and year first above written.


 


	 	PARETEUM CORPORATION
	 	 
	 	By:
	 	Name:
	 	Title:


 


[Signature Page to Note]


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


Schedule A to Note


 


LOAN AND REPAYMENTS OF LOAN


 


	Date	 	Amount of Loan	 	Amount of Principal
 of Loan Repaid	 	Unpaid Principal
 Balance of Loan	 	Notation Made
 By
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


EXHIBIT D


 


FORM OF FUNDING REQUEST


 


[Date of Funding Request]


 


Post Road Administrative LLC


as Administrative Agent for the Lenders party to
the

Credit Agreement referred to below


c/o Post Road Group


2 Landmark Square, Suite 207


Stamford, CT 06901


Attention: Michael Bogdan


 


Ladies and Gentlemen:


 


The undersigned, PARETEUM CORPORATION,
a Delaware corporation (the “Borrower”), refers to the Credit Agreement dated as of February 26, 2019
(as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms used and not otherwise defined herein shall have the same meanings as specified therefor in the Credit Agreement) among
the Borrower, any Subsidiaries of Borrower that are Guarantors or become Guarantors pursuant to Section 8.10 or Section 8.17 of
the Credit Agreement (the “Guarantors”, and, together with Borrower, the “Credit Parties”),
the Lenders from time to time party thereto, and Post Road Administrative LLC, as Administrative Agent for the Lenders thereunder,
and as Collateral Agent for the Secured Parties, hereby gives you notice, irrevocably, pursuant to Section 2.07 of the Credit
Agreement, that the undersigned hereby requests a Loan under the Credit Agreement and, in connection therewith, sets forth below
the information relating to such Loan (the “Proposed Borrowing”) as required by of the Credit Agreement:


 


		(a)	The aggregate principal amount of the Proposed Borrowing is requested
                                         to be $ ;



 


		(b)	The proposed Funding Date is requested to be , 20 ;



 


		(c)	The Interest Period is requested to be [three (3) months];



 


		(d)	The proceeds of the Proposed Borrowing are to be distributed as
                                         set forth on Annex A attached hereto.



 


The undersigned hereby certifies that
the following statements are true and correct on and as of the date of this Funding Request and will be true and correct on and
as of the Funding Date of the Proposed Borrowing:


 


		(i)	The conditions precedent
                                         to such Proposed Borrowing as set forth in Section [5.01/5.02] of the Credit Agreement
                                         have been satisfied;



 


		(ii)	No Default or Event of Default
                                         has occurred and is continuing;



 


		(iii)	All representations and
                                         warranties made by each Credit Party contained in the Credit Agreement or in the other
                                         Credit Documents are true and correct in all material respects (except that such materiality
                                         qualifier shall not be applicable to any representations and warranties that already
                                         are qualified or modified by materiality in the text thereof), in each case, with the
                                         same effect as though such representations and warranties had been made on and as of
                                         the Funding Date (except where such representations and warranties expressly relate to
                                         an earlier date, in which case such representations and warranties are true and correct
                                         in all material respects as of such earlier date (except that such materiality qualifier
                                         shall not be applicable to any representations and warranties that already are qualified
                                         or modified by materiality in the text thereof));



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    




 


		(iv)	No injunction, writ, restraining
                                         order, or other order of any nature restricting or prohibiting, directly or indirectly,
                                         the Transactions has been issued and remain in force by any Governmental Authority against
                                         any Credit Party, any Agent or any Lender;



 


		(v)	There is no order or injunction
                                         or pending litigation in which there is a reasonable possibility of a decision that could
                                         reasonably be expected to have a Material Adverse Effect on Borrower and its Subsidiaries,
                                         taken as a whole, and no pending litigation seeking to prohibit, enjoin or prevent the
                                         making of such Loan or the use of the proceeds thereof.



 


		(vi)	The principal amount of the Proposed Borrowing when aggregated
                                         with the original principal amount of all other Loans funded hereunder (without giving
                                         effect to any Paid in Kind Interest), is not more than the Aggregate Commitment.









 


	 	Very truly yours,
	 	 	 
	 	PARETEUM CORPORATION
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


EXHIBIT E


 


FORM OF PIK ELECTION NOTICE


 


[Letterhead of Borrower]


 


                     ,
20     


 


Post Road Administrative LLC


as Administrative Agent for the Lenders
party to the


Credit Agreement referred to below


c/o Post Road Group


2 Landmark Square, Suite 207


Stamford, CT 06901


Attention: Michael Bogdan


 


Reference is made
to that certain Credit Agreement dated as of February 26, 2019 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Credit Agreement”), by and among PARETEUM CORPORATION, a Delaware corporation
(the “Borrower”), any Subsidiaries of Borrower that are Guarantors or become Guarantors pursuant to
Section 8.10 or Section 8.17 of the Credit Agreement (the “Guarantors”, and, together with Borrower,
the “Credit Parties”), the lenders from time to time party thereto (each, a “Lender”,
and collectively, the “Lenders”), POST ROAD ADMINISTRATIVE LLC, a Delaware limited liability company
(“Post Road”), as administrative agent for the Lenders (in such capacity, together with its successors
and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties
(in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”
and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).
Capitalized terms used in this notice, unless otherwise defined herein, shall have the meanings ascribed to them in the Credit
Agreement.


 


The undersigned, the
[President] [Chief Financial Officer] [Vice President of Finance] of the Borrower, gives this notice to Administrative Agent in
accordance with the requirements of Section 2.09(b) of the Credit Agreement.


 


1.          On
[                  ]3,
the Company is required to make a payment of Cash Interest in respect of the Loans for the Interest Period that commenced on [
               ] and ended on [                ]
(the "Applicable Interest Period") in an aggregate amount totaling $                (the
"Applicable Cash Rate Interest Amount").


 


2.          In
accordance with the provisions of Section 2.09(b) of the Credit Agreement, the Borrower is making an election to pay Paid
in Kind Interest (a “PIK Election”) with respect to $                      4
of the Applicable Cash Rate Interest Amount (the “PIK Interest Amount”) and, accordingly, in lieu
of making a payment of Cash Interest for the entire Applicable Cash Rate Interest Amount, that portion of the Applicable Cash
Rate Interest Amount constituting the PIK Interest Amount will be paid in kind in the form of Paid in Kind Interest.


 





 






3 Date
must be no earlier than three (3) Business Days prior to the date this Notice is delivered to the Administrative Agent.


4 Amount
can be no greater than a percentage per annum equal to (a) through and including the first anniversary of the Closing Date, three
percent (3.00%); (b) after the first anniversary of the Closing Date through and including the second anniversary of the Closing
Date, two percent (2.00%); and (c) after the second anniversary of the Closing Date, one percent (1.00%).


 




     


    	[***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.




    

 


3.          I
hereby certify that the PIK Election which the Borrower is making for the Applicable Interest Period fully complies with the provisions
of Section 2.09(b) of the Credit Agreement.


 


4.          The
Borrower hereby requests that on the last day of the Applicable Interest Period, the Administrative Agent make an entry in its
records (a) to reflect the PIK Election which the Borrower is making for the Applicable Interest Period and (b) to add the entire
PIK Interest Amount to the outstanding principal balance of the Notes.


 


	 	 
	 	as [President] [Chief Financial Officer] [Vice
	 	President of Finance] of Pareteum Corporation