Exhibit 10.8


 


Execution Version


 


JOINDER AGREEMENT 


 


This
JOINDER AGREEMENT dated as of November 26, 2021 (this “Agreement”), is among Channel Ventures Group, LLC (the
 “New Buyer”), Pareteum Corporation, a Delaware corporation (the “Company”), and High Trail Investments
SA LLC, in its capacity as collateral agent (in such capacity, the “Agent”), for the Holders (as defined below).


 


RECITALS


 


		A.	Reference is made to:



 


		a.	that certain Securities Purchase Agreement, dated as of June 8, 2020 (the “Initial Securities
Purchase Agreement”), between the Company and High Trail Investments SA LLC (the “Initial Buyer”); and



 


		b.	that certain Omnibus Amendment, dated as of the date hereof (the “Amendment”), among
the Company, each of the Subsidiaries of the Company a party thereto, the Initial Buyer, and the Agent;



 


		B.	The Initial Securities Purchase Agreement, as supplemented and amended by the Amendment, and as the same
may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, is referred to herein as
the “Securities Purchase Agreement”. Capitalized terms used but not defined herein but defined in the Securities Purchase
Agreement, including in the Exhibits thereto, shall have the meanings set forth therein.



  


		C.	The Company has issued and sold an Initial Note to the Initial Buyer pursuant to the Securities Purchase
Agreement.



 


		D.	The New Buyer wishes to purchase from the Company, and the Company wishes to sell to the New Buyer, Incremental
Notes on such terms and conditions and in the amounts more specifically set forth in the Supplement to the Schedule of Buyers attached
to this Agreement.



 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing, the parties hereto agree, as follows:


 


1.             The
New Buyer hereby:


 


(a)           confirms
that a copy of the Securities Purchase Agreement and the other applicable Transaction Documents, together with copies of such other documents
and information as it has deemed appropriate to make its decision to enter into this Agreement, have been made available to the New Buyer;


 


(b)           agrees
that it will, independently and without reliance on the Agent or any other Buyer and based on such documents and information as it shall
deem appropriate, continue to make its own decisions in taking any action under the Securities Purchase Agreement or any other applicable
Transaction Document;


 


(c)           appoints
and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Securities Purchase Agreement
and the other Transaction Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental
thereto; and


 






    


     


    

 


(d)           acknowledges
and agrees that (i) it is a “Buyer” under the Securities Purchase Agreement effective upon the date on which Agent shall have
received a copy of this Agreement, duly executed by the New Buyer and the Company and (ii) all references in the Securities Purchase Agreement
and the other Transaction Documents to the term “Buyer” shall be deemed to include the New Buyer.


 


2.             Without
limiting the generality of the foregoing, the New Buyer hereby makes and undertakes, as the case may be, on and as of the date hereof,
all covenants, agreements and representations and warranties of a Buyer contained in the Securities Purchase Agreement, to the extent
applicable to the New Buyer, and agrees to be bound by all such covenants, agreements and representations and warranties.


 


3.             In
addition:


 


(a)           the
terms of Section 6 of the Securities Purchase Agreement are hereby incorporated in this Agreement as if fully set forth herein;


 


(b)           the
Schedule of Buyers attached to the Securities Purchase Agreement is hereby amended and supplemented by the Supplement to Schedule of Buyers
attached to this Agreement;


 


(c)           the
New Buyer acknowledges that the representations and warranties of the Company under Section 3 of the Securities Purchase Agreement were
made by the Company to the Initial Buyer as of the date of the Initial Securities Purchase Agreement, and, for the avoidance of doubt
and without limiting Sections 1 or 2 of this Agreement, the New Buyer also acknowledges:


 


(i)         receipt
of the disclosure described in Section 2(e) (Information) of the Securities Purchase Agreement, including current cash-flow projections
of the Company and its Subsidiaries separately provided by the Company to the New Buyer as of the date hereof (which projections were
prepared by the Company in good faith based upon assumptions the Company believes are reasonable as of the date hereof, it being understood
that such projections are as to future events and are not to be viewed as facts, and are subject to significant uncertainties and contingencies,
many of which are beyond the control of the Company or any of its Subsidiaries, and that no assurance can be given that any particular
projection will be realized and that actual results during the period covered thereby may differ significantly from the projected results
and such differences may be material);


 


(ii)        except
as expressly provided in the Note Documents to be in favor of the New Buyer, the Company’s execution and delivery of this Agreement
does not constitute any representation or warranty as of the date of this Agreement as to the matters set forth in the representations
and warranties in Section 3 of the Securities Purchase Agreement, including without limitation, as to matters set forth in Section 3(j)
(Insolvency) thereof or any other Note Document; and


 


(iii)       Events
of Default have occurred and are continuing under the Note Documents as of the date hereof and no waiver of such Events of Default or
agreement to forbear from exercising any right or remedy under the Note Documents has been agreed by any party to this Agreement.


 


(d)           the
Company agrees that Default Interest is now accruing, and shall hereafter continue to accrue, on the Principal Amount of each Incremental
Note pursuant to Section 4(B) thereof;


 


(e)           except
as specifically amended and supplemented hereby, all of the terms and conditions of the Securities Purchase Agreement shall remain unchanged
and in full force and effect;


 






    


     


    

 


(f)            any
reference in any Transaction Document to the Securities Purchase Agreement shall be deemed to be a reference to the Securities Purchase
Agreement, as amended and supplemented hereby; and


 


(g)           this
Agreement constitutes a Transaction Document.


 


[SIGNATURE PAGES FOLLOW]


 






    


     


    

 


IN
WITNESS WHEREOF, each of the undersigned caused this Agreement to be duly executed and delivered by their duly authorized officers
as of the date first set forth above.


 


	 	NEW BUYER:
	 	 
	 	Channel
    VentureS Group, LLC,
	 	a Delaware limited liability company
	 	 
	 	by its sole Member, Channel Beheer
    Management B.V.,
	 	a Dutch private limited liability
    company
	 	 
	 	by its Statutory Director, Maring
    Management B.V.,
	 	a Dutch private limited liability
    company
	 	 
	 	 
	 	By:	/s/ Markwin Maring
	 	Name: Markwin Maring
	 	Title: Statutory Director
	 	 
	 	COMPANY:
	 	 
	 	PARETEUM
    CORPORATION
	 	 
	 	 
	 	By:	/s/ Alexander Korff
	 	Name: Alexander Korff
	 	Title: Corporate Secretary




 


Joinder Agreement - Channel Ventures Group, LLC


 






    


     


    

 


	ACKNOWLEDGED AND AGREED:	 
	 	 
	High Trail Investments SA LLC,	 
	as Agent	 
	 	 
	 	 
	By:	                 	 
	Name: Eric Helenek	 
	Title: Authorized Signatory	 




 


Joinder Agreement - Channel Ventures Group, LLC


 









    


     


    

 


SUPPLEMENT TO SCHEDULE OF BUYERS


 


[See attached.]


 






    


     


    

 





SCHEDULE OF BUYERS


  


	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)	 	(8)
	Buyer	 	Address
    and Facsimile Number	 	Aggregate
    Principal

    Amount of

    Convertible Notes	 	Aggregate

    Purchase Price of

    Convertible Notes	 	Aggregate

    Number of

    Warrant Shares	 	Aggregate

    Purchase Price of

    Warrant Shares	 	Aggregate

    Purchase Price	 	Legal
    Representative’s Address and 

    Facsimile Number
	Initial Holder:

    High Trail Investments SA LLC

     
	 	High Trail Capital

    221 River Street, 9th
    Floor

    Hoboken, NJ 07030

    Attn: Eric Helenek

    E-Mail: notices@hightrailcap.com

     
	 	(A-1; 6.08.20)

    $17,500,000

     
	 	$12,032,217

     
	 	(#1)

    15,000,000

     
	 	$1,967,783

     
	 	$14,000,000

     
	 	Latham & Watkins LLP

    12670 High Bluff Drive

    San Diego, CA 92130

    Telephone: (858) 523-5400

    Facsimile: (858) 523-5450

    Attention: Michael E. Sullivan, Esq.

     

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL

    (Initial Notes)
	 	 	 	$13,453,937.501	 	$12,032,217	 	15,000,000	 	$1,967,783	 	$14,000,000	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Incremental Holder(under Joinder
    Agreement dated November 26, 2021):

    Channel Ventures Group, LLC

    Each Additional

    Incremental
    Holder

     
	 	Channel Ventures Group, LLC

    c/o Becker, Glynn, Muffly, Chassin
    & Hosinski LLP

    299 Park Avenue, 16th Floor

    New York, NY 10171

    Attention: Eric D. Kuhn, Esq.

    Email Address: EKuhn@beckerglynn.com

    Telephone: (212) 888-3033

    Facsimile: (212) 888-0255

    As provided in its

    Joinder Agreement

     
	 	(B-1; 10.01.21)

    $1,499,989.00

    (B-2; 10.07.21)

    $499,961.00

    (B-3; 10.15.21)

    $510,615.59

    (B-4; 10.25.21)

    $497,495.28

    (B-5; 11.15.21)

    $500,000.00

    (B-6; 11.26.21)

    $491,939.13

    As provided in
    its Joinder Agreement

     
	 	$1,499,989.00

    $499,961.00

    $510,615.59

    $497,495.28

    $500,000.00

    $491,939.13

    As provided in
    its Joinder Agreement
	 	0

    0

    0

    0

    0

    0

    As provided in
    its Joinder Agreement
	 	$0

    $0

    $0

    $0

    $0

    $0

    As provided in
    its Joinder Agreement
	 	$1,499,989.00

    $499,961.00

    $510,615.59

    $497,495.28

    $500,000.00

    $491,939.13

    As provided in
    its

    Joinder Agreement
	 	Becker, Glynn, Muffly, Chassin &
    Hosinski LLP

    299 Park Avenue, 16th
    Floor

    New York, NY  10171

    Attention: Eric D. Kuhn, Esq.

    Email Address: EKuhn@beckerglynn.com

    Telephone: (212) 888-3033

    Facsimile:  (212) 888-0255

     

    With a copy to:

     

    Lexence N.V. advocaten & notarissen

    Postbus/P.O. box 75999

    1070 AZ Amsterdam, Nederland/The
    Netherlands

    Attention: Joost Kolkman

    Email Address: j.kolkman@lexence.com

    Telephone: +31 20 5736 766

    Facsimile: +31 20 5736 887

    As provided in its

    Joinder Agreement

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL

    (Incremental Notes)
	 	 	 	$4,000,000	 	$4,000,000	 	--	 	--	 	$4,000,000	 	 



 





 









1 The Principal Amount
of the Initial Note after giving effect to the Forbearance Agreement dated as of May 20, 2021 was $13,453,937.50, as such amount has been
subsequently increased by the PIK amounts added to such Principal Amount on the June, July, August, September, October and November 2021
Interest Payment Dates.