TEUM / Pareteum Corp - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-35360 Pareteum Corporation (Exact name of registrant as specified

FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER APPROVING MODIFIED DISCLOSURE STATEMENT AND CONFIRMING MODIFIED CHAPTER 11 PLAN OF LIQUIDATION FOR PARETEUM CORPORATION AND CERTAIN OF ITS AFFILIATES

Exhibit 99.2 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 PARETEUM CORPORATION, et al., Case No.: 22-10615 (LGB) Debtors.1 (Jointly Administered) FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER APPROVING MODIFIED DISCLOSURE STATEMENT AND CONFIRMING MODIFIED CHAPTER 11 PLAN OF LIQUIDATION FOR PARETEUM CORPORATION AND CERTAIN OF ITS AFFILIATES WHEREAS, Pareteum Corp

Modified Chapter 11 Plan of Liquidation for Pareteum Corporation and Certain of Its Affiliates

EX-2.1 2 d420959dex21.htm EX-2.1 Exhibit 2.1 NOTHING CONTAINED IN THIS CHAPTER 11 PLAN OF LIQUIDATION IS AN OFFER, ACCEPTANCE, OR A LEGALLY BINDING OBLIGATION OF THE DEBTORS OR ANY OTHER PARTY IN INTEREST. THE PLAN IS SUBJECT TO BANKRUPTCY COURT APPROVAL AND CERTAIN OTHER CONDITIONS. THE PLAN IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES. ACCEPTANCES OR REJECTIONS WITH RESPECT TO THE PLAN ARE BEI

MODIFIED DISCLOSURE STATEMENT FOR CHAPTER 11 PLAN OF LIQUIDATION FOR PARETEUM CORPORATION AND CERTAIN OF ITS AFFILIATES (Confirmation Version)

Exhibit 99.1 ACCEPTANCES OR REJECTIONS WITH RESPECT TO THE PLAN ARE BEING SOLICITED PURSUANT TO THIS DISCLOSURE STATEMENT, WHICH THE BANKRUPTCY COURT HAS APPROVED ON A PROVISIONAL BASIS, SUBJECT TO FINAL APPROVAL AT THE COMBINED HEARING. THE DEBTORS RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THIS PROPOSED DISCLOSURE STATEMENT. THIS PROPOSED DISCLOSURE STATEMENT IS A SOLICITIATION VERISON AND INTENDE

NOTICE OF EFFECTIVE DATE

Exhibit 99.3 TOGUT, SEGAL & SEGAL LLP Frank A. Oswald Brian F. Moore One Penn Plaza, Suite 3335 New York, New York 10119 (212) 594-5000 Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 PARETEUM CORPORATION, et al., Case No.: 22-10615 (LGB) Debtors.1 (Jointly Administered) NOTICE OF EFFECTIVE DATE PLEASE TAKE NOTICE that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 Pareteum Corporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2022 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Engagement Letter, dated as of July 5, 2022, by and among the Company and Anthony Saccullo

Exhibit 10.1 Anthony M. Saccullo [email protected] (302) 753-3100 (cell) July 1, 2022 Via Electronic Mail Frank A. Oswald, Esquire Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, NY 10119 [email protected] Re: Engagement of Saccullo Business Consulting, LLC: In re: Pareteum Corporation, et al., Case No. 22-10615 Dear Mr. Oswald: I am pleased that Pareteum Corporation

Amendment to Asset Purchase Agreement, dated as of July 11, 2022, by and among the Company, certain of the Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC

Exhibit 2.1 EXECUTION VERSION AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (this ?Amendment?) is made and entered into as of July 11, 2022 (?Effective Date?), by and among Pareteum Corporation, a Delaware corporation (?Parent?), Pareteum North America Corp., a Delaware corporation (?Pareteum NA?), Devicescape Holdings, Inc., a Delaware corporation (?Devicescape?

Pareteum Successfully Completes Sale of Business to Circles Global and Channel Ventures Group; Buyers to Operate Business Outside of Chapter 11

Exhibit 99.1 Pareteum Successfully Completes Sale of Business to Circles Global and Channel Ventures Group; Buyers to Operate Business Outside of Chapter 11 Business will continue to empower enterprises, communications service providers, early-stage innovators, developers, Internet-of-Things (IoT) and telecommunications infrastructure providers under new ownership NEW YORK, July 12, 2022 (PRNewswi

Second Amendment to Asset Purchase Agreement, dated as of July 25, 2022, by and among the Company, certain of the Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC

Exhibit 2.2 EXECUTION VERSION CONFIDENTIAL SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (this ?Amendment?) is made and entered into as of July 25, 2022 (?Effective Date?), by and among Pareteum Corporation, a Delaware corporation (?Parent?), Pareteum North America Corp., a Delaware corporation (?Pareteum NA?), Devicescape Holdings, Inc., a Delaware

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2022 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Senior Secured Priming and Superpriority Debtor-in-Possession Credit Agreement, dated as of May 19, 2022, by and among the Company, certain of the Company’s subsidiaries and Circles MVNE Pte. LTD., as Lender and Administrative Agent

Exhibit 10.1 SENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT dated as of May 19, 2022, among PARETEUM CORPORATION and its Subsidiaries party hereto, as debtors and debtors-in-possession, as Borrowers, CIRCLES MVNE PTE. LTD. and each party that becomes a lender hereto, as Lenders, and CIRCLES MVNE PTE. LTD., as Administrative Agent. ARTICLE I DEFINITIONS SECTION 1.01

PARETEUM TO USE VOLUNTARY CHAPTER 11 PROCESS TO FACILITATE EFFICIENT SALE PROCESS AND POSITION BUSINESS FOR LONG-TERM SUCCESS; COMPANY TO MAINTAIN OPERATIONS AS USUAL Continues to empower enterprises, communications service providers, early-stage inn

Exhibit 99.1 PARETEUM TO USE VOLUNTARY CHAPTER 11 PROCESS TO FACILITATE EFFICIENT SALE PROCESS AND POSITION BUSINESS FOR LONG-TERM SUCCESS; COMPANY TO MAINTAIN OPERATIONS AS USUAL Continues to empower enterprises, communications service providers, early-stage innovators, developers, Internet-of-Things (IoT) and telecommunications infrastructure providers Enters Chapter 11 process with $6 million o

Asset Purchase Agreement, dated as of May 15, 2022, by and among the Company, certain of the Company’s subsidiaries, Circles MVNE Pte. LTD. and Channel Ventures Group, LLC

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN PARETEUM CORPORATION PARETEUM NORTH AMERICA CORP. DEVICESCAPE HOLDINGS, INC. IPASS, INC. IPASS IP LLC PARETEUM EUROPE B.V. ARTILIUM GROUP LTD. PARETEUM N.V. PARETEUM ASIA PTE. LTD., AS SELLERS AND CIRCLES MVNE PTE. LTD. CHANNEL VENTURES GROUP, LLC, AS PURCHASERS DATED AS OF MAY 15, 2022 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 Section 1.1 D

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2022 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Senior Secured Bridge Note due 2022, issued April 25, 2022, by Pareteum Corporation

Exhibit 10.11 Execution Version Pareteum Corporation Senior Secured Bridge Note due 2022 THE ISSUANCE AND SALE THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Allonge to Senior Secured Convertible Note due 2025, Certificate B-1, dated October 1, 2021

Exhibit 10.3 EXHIBIT B-2 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-1, dated October 1, 2021 (the ?Note?), in the original principal sum of one million four hundred ninety-nine thousand nine hundred eighty-nine dollars ($1,499,989.00) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liability company,

Allonge to Senior Secured Convertible Note due 2025, Certificate B-3, dated October 15, 2021

Exhibit 10.5 EXHIBIT B-4 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-3, dated October 15, 2021 (the ?Note?), in the original principal sum of five hundred ten thousand six hundred and fifteen dollars, and fifty-nine cents ($510,615.59) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liability company,

Allonge to Senior Secured Convertible Note due 2025, Certificate A-1, dated June 8, 2020

Exhibit 10.2 EXHIBIT B-1 ALLONGE This Allonge is made to that Incremental Note, certificate A-1, (the ?Note?), in the original principal sum of seventeen million five hundred thousand dollars ($17,500,000) issued by Pareteum Corporation, a Delaware corporation, in favor of High Trail Investments SA LLC, a Delaware limited liability company, under that certain Senior Secured Convertible Note due 20

Securities Purchase Agreement, dated as of April 25, 2022, between Pareteum Corporation and Circles

Exhibit 10.10 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of April 25, 2022, is by and among Pareteum Corporation, a Delaware corporation with offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the ?Company?), and the investor listed on the Schedule of Buyers attached hereto (the ?Buyer?), as such Schedu

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Allonge to Senior Secured Convertible Note due 2025, Certificate B-2, dated October 7, 2021

Exhibit 10.4 EXHIBIT B-3 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-2, dated October 7, 2021 (the ?Note?), in the original principal sum of four hundred ninety-nine thousand nine hundred and sixty-one dollars ($499,961.00) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liability company, pursuant to

Allonge to Senior Secured Convertible Note due 2025, Certificate B-6, dated November 26, 2021

Exhibit 10.8 EXHIBIT B-7 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-6, dated November 26, 2021 (the ?Note?), in the original principal sum of four hundred ninety-one thousand nine hundred and thirty-nine dollars and thirteen cents ($491,939.13) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liabilit

Second Omnibus Agreement, dated as of April 25, 2022, by and among High Trail Investments SA LLC, Circles MVNE Pte. Ltd., Pareteum Corporation and certain subsidiaries of Pareteum Corporation.

Exhibit 10.1 Execution Version SECOND OMNIBUS AMENDMENT This SECOND OMNIBUS AMENDMENT, dated as of April 25, 2022 (this ?Agreement?), is entered into among Pareteum Corporation, a Delaware corporation (the ?Issuer?), each of the Subsidiaries of the Issuer a party hereto (each a ?Guarantor?; and together with the Issuer, collectively, the ?Grantors?), Circles MVNE Pte. Ltd., (?Circles?) in its capa

Allonge to Senior Secured Convertible Note due 2025, Certificate B-4, dated October 25, 2021

Exhibit 10.6 EXHIBIT B-5 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-4, dated October 25, 2021 (the ?Note?), in the original principal sum of four hundred ninety-seven thousand four hundred and ninety-five dollars and twenty-eight cents ($497,495.28) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited lia

Allonge to Senior Secured Convertible Note due 2025, Certificate B-5, dated November 15, 2021

Exhibit 10.7 EXHIBIT B-6 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-5, dated November 15, 2021 (the ?Note?), in the original principal sum of five hundred thousand dollars ($500,000.00) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liability company, pursuant to that certain Joinder Agreement dated

Allonge to Senior Secured Convertible Note due 2025, Certificate B-7, dated December 17, 2021

Exhibit 10.9 EXHIBIT B-8 ALLONGE This Allonge is made to that Senior Secured Incremental Note, certificate B-7, dated December 17, 2021 (the ?Note?), in the original principal sum of one million dollars ($1,000,000.00) issued by Pareteum Corporation, a Delaware corporation to Channel Ventures Group, LLC, a Delaware limited liability company, pursuant to that certain Joinder Agreement dated Decembe

Senior Secured Convertible Incremental Note due 2025, dated as of November 15, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $500,000

Exhibit 10.5 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Senior Secured Convertible Incremental Note due 2025, dated October 25, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $497,495.28

Exhibit 10.6 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Third Omnibus Amendment, dated as of November 26, 2021, among Pareteum Corporation, certain subsidiaries of Pareteum Corporation, and the purchasers party thereto, Hoving & Partners S.A. and Channel Ventures Group, LLC

Exhibit 10.9 Execution Version THIRD OMNIBUS AMENDMENT This THIRD OMNIBUS AMENDMENT, dated as of November 26, 2021 (this ?Agreement?), is entered into among Pareteum Corporation, a Delaware corporation (the ?Issuer?), each of the Subsidiaries of the Issuer a party hereto (each a ?Guarantor?; and together with the Issuer, collectively, the ?Grantors?), B.M.F. De Kroes?Brinkers ( the ?First Holder?)

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Joinder Agreement, dated as of November 26, 2021, between Channel Ventures Group, LLC, Pareteum Corporation and High Trail Investments SA LLC

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. Referenc

Omnibus Amendment, dated as of November 26, 2021, among Pareteum Corporation, certain subsidiaries of Pareteum Corporation and High Trail Investments SA LLC

Exhibit 10.1 Execution Version OMNIBUS AMENDMENT This OMNIBUS AMENDMENT, dated as of November 26, 2021 (this ?Agreement?), is entered into among Pareteum Corporation, a Delaware corporation (the ?Issuer?), each of the Subsidiaries of the Issuer a party hereto (each a ?Guarantor?; and together with the Issuer, collectively, the ?Grantors?), High Trail Investments SA LLC (the ?Initial Holder?) and H

Senior Secured Convertible Incremental Note due 2025, dated as of October 1, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $1,499,989

Exhibit 10.2 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Senior Secured Convertible Incremental Note due 2025, dated as of November 26, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $491,939.13

Exhibit 10.7 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Senior Secured Convertible Incremental Note due 2025, dated as of October 7, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $499,961

Exhibit 10.3 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Senior Secured Convertible Incremental Note due 2025, dated as of October 15, 2021, made by Pareteum to Channel Ventures Group, LLC in the principal amount of $510,615.59

Exhibit 10.4 Pareteum Corporation Senior Secured Convertible Incremental Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 1, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

Pareteum Corporation Announces Review of Strategic Alternatives, Engagement of FTI Capital Advisors

Pareteum Corporation Announces Review of Strategic Alternatives, Engagement of FTI Capital Advisors NEW YORK, NY ? October 1, 2021 ? Pareteum Corporation (OTC: TEUM) (?Pareteum? or the ?Company?), a global cloud Communications-Platform-as-a-Service (CPaaS) company, today announced that due to ongoing liquidity requirements it intends to evaluate a range of strategic alternatives.

Pareteum Corporation Announces First Quarter 2021 Financial Results and Provides Business Update

Pareteum Corporation Announces First Quarter 2021 Financial Results and Provides Business Update ?Net loss attributable to common equity improved 24% to $7.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 o Transition report under Section 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (C

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 16, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 o Transition report under Section

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 o Transition report under Section 13 o

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 o Transition report under Section 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPORATI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 o Transition report under Section

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPO

Amendment No. 4 to Senior Secured Convertible Note due 2025, dated as of June 18, 2021, between High Trail Investments SA LLC and Pareteum Corporation

Exhibit 10.8 AMENDMENT NO. 4 TO SENIOR SECURED CONVERTIBLE NOTE DUE 2025 This AMENDMENT NO. 4 TO SENIOR SECURED CONVERTIBLE NOTE DUE 2025, dated as of June 18, 2021 (this ?Agreement?), is entered into between Pareteum Corporation, a Delaware corporation (the ?Company?), and High Trail Investments SA LLC (?HT?). Capitalized terms used in this Agreement without definition shall have the meanings pro

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Warrant to Purchase Common Stock, dated as of June 18, 2021, issued by Pareteum Corporation to Hoving & Partners Nominees Sarl

Exhibit 10.5 THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

Joinder Agreement, dated as of June 18, 2021, among Pareteum Corporation, B.M.F. De Kroes-Brinkers and Hoving & Partners S.A., as administrative agent

Exhibit 10.7 JOINDER AGREEMENT This JOINDER AGREEMENT dated as of June 18, 2021 (this ?Agreement?), is among B.M.F. De Kroes-Brinkers (the ?New Buyer?), Pareteum Corporation, a Delaware corporation (the ?Company?), and Hoving & Partners S.A., in its capacity as administrative agent and collateral agent (in such capacities, the ?Agent?), for the Buyers (as defined below). RECITALS A. Reference is m

Senior Second Lien Secured Convertible Note due 2025, dated June 18, 2021, made by Pareteum Corporation to B.M.F. de Kroes – Brinkers in the principal amount of $2,601,206

Exhibit 10.4 Pareteum Corporation Senior Second Lien Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Joinder Agreement, dated as of June 18, 2021, among Pareteum Corporation, Hoving & Partners Nominees Sarl and Hoving & Partners S.A., as administrative agent

Exhibit 10.6 JOINDER AGREEMENT This JOINDER AGREEMENT dated as of June 18, 2021 (this ?Agreement?), is among Hoving & Partners Nominees S?rl (the ?New Buyer?), Pareteum Corporation, a Delaware corporation (the ?Company?), and Hoving & Partners S.A., in its capacity as administrative agent and collateral agent (in such capacities, the ?Agent?), for the Buyers (as defined below). RECITALS A. Referen

Senior Second Lien Secured Convertible Notes due 2025, dated June 18, 2021, made by Pareteum Corporation to Hoving & Partners Nominees Sarl in the principal amount of $6,250,000

Exhibit 10.2 Pareteum Corporation Senior Second Lien Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Senior Second Lien Secured Convertible Notes due 2025, dated June 18, 2021, made by Pareteum Corporation to Hoving & Partners Nominees Sarl in the principal amount of $8,479,000

Exhibit 10.3 Pareteum Corporation Senior Second Lien Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,

Second Omnibus Agreement, dated as of June 18, 2021, between Pareteum Corporation and the purchasers party thereto

Exhibit 10.1 SECOND OMNIBUS AMENDMENT This SECOND OMNIBUS AMENDMENT, dated as of June 18, 2021 (this ?Agreement?), is entered into among Pareteum Corporation, a Delaware corporation (the ?Issuer?), each of the Subsidiaries of the Issuer a party hereto (each a ?Guarantor?; and together with the Issuer, collectively, the ?Grantors?), B.M.F. De Kroes?Brinkers ( the ?First Holder?), Arjan de Nijs (the

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (C

Pareteum Corporation Announces 2020 Financial Results

Pareteum Corporation Announces 2020 Financial Results ?2020 total revenue of $69.6 million, 12% year-over-year growth ?Net loss attributable to common equity decreased to $45.5 million in 2020, an 80% improvement from $222.3 million in 2019 ?Surpassed 1,100 clients and partners globally, including key enterprise customers and MVNE/MNVOs ?Management to host conference call today at 4:30 p.m. ET NEW

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Description of Capital Stock

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the date of this Annual Report on Form 10-K, Pareteum Corporation (?TEUM,? ?Company,? ?we,? ?us,? and ?our?), has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: common stock, par value $0.00001 per share (?common stock?). The

Pareteum Corporation Announces 2020 Financial Results

EX-99.1 2 earningsrelease-6172021.htm EX-99.1 Pareteum Corporation Announces 2020 Financial Results •2020 total revenue of $69.6 million, 12% year-over-year growth •Net loss attributable to common equity decreased to $45.5 million in 2020, an 80% improvement from $222.3 million in 2019 •Surpassed 1,100 clients and partners globally, including key enterprise customers and MVNE/MNVOs •Management to

Certificate of Incorporation of Pareteum Communication Corporation, a Delaware Corporation (incorporated by reference to Exhibit 3.2 to Pareteum Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2013).

EX-3.1 2 exhibit-31certificateofinc.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ELEPHANT TALK COMMUNICATIONS CORP. The undersigned, a natural person (the “Sole Incorporator”), for the purpose of organizing a corporation to conduct the business and promote the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware hereby cer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM COR

Form of Warrant to Purchase Common Stock, issued by Pareteum Corporation

EX-10.4 5 exhibit104.htm EX-10.4 Exhibit 10.4 THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRAT

Forbearance Agreement, dated as of May 20, 2021, between Pareteum Corporation and HT Investments SA LLC

Exhibit 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of May 20, 2021 (this ?Agreement?), is entered into between Pareteum Corporation, a Delaware corporation (the ?Company?), and High Trail Investments SA LLC (?HT?). PRELIMINARY STATEMENTS: WHEREAS, the Company and HT are parties to (i) that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended b

, 2021, between Pareteum Corporation and the purchasers party thereto

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of May 20, 2021, is by and among Pareteum Corporation, a Delaware corporation with offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the ?Company?), each of the investors listed on the Schedule of Buyers attached hereto (individually, an ?Initial Buyer? and collect

(incorporated by reference to Exhibit 10.2 to Pareteum’s Form 8-K filed May 25, 2021).

Exhibit 10.2 Pareteum Corporation Form of Promissory Note due 2021 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE USED TO PAY THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 17, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Pareteum Corporation Announces Preliminary 2020 Revenue Results and Provides Business Update

Pareteum Corporation Announces Preliminary 2020 Revenue Results and Provides Business Update ?Preliminary 2020 total revenue of $69.

Securities Purchase Agreement, dated as of April 13, 2021, between Pareteum Corporation and the purchasers party thereto

EX-10.2 3 exhibit-102.htm EX-10.2 Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 13, 2021, is by and among Pareteum Corporation, a Delaware corporation with offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the “Company”), each of the investors listed on the Schedule of Buyers attache

Form of Warrant to Purchase Common Stock, issued by Pareteum Corporation

EX-10.3 4 exhibit-103.htm EX-10.3 Exhibit 10.3 Execution Version THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Form of Senior Second Lien Secured Convertible Note, made by Pareteum Corporation

EX-10.1 2 exhibit-101.htm EX-10.1 Exhibit 10.1 Execution Version Pareteum Corporation Form of Senior Second Lien Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 22, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Pareteum Announces Full Year 2019 Financial Results with Revenues of $62M, an Increase of $42M Another milestone completed in returning to a normal cadence of public company reporting

Exhibit 99.1 Pareteum Announces Full Year 2019 Financial Results with Revenues of $62M, an Increase of $42M Another milestone completed in returning to a normal cadence of public company reporting NEW YORK, NY – March 12, 2021 – Pareteum Corporation (OTC Pink Open Market: TEUM), a global cloud platform-as-a-service (CPaaS) company, achieved another significant milestone today with the announcement

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPORATION (Exact na

Baker Tilly, US LLP letter dated March 8, 2021.

Exhibit 7.1 Baker Tilly US, LLP 11150 Santa Monica Blvd; Ste 600 Los Angeles, CA 90025 United States of America T: +1 (310) 826 4474 F: +1 (310) 826 9188 bakertilly.com March 8, 2021 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Pareteum Corporation (the ?Company?) Item 4.02 Current Report on Form 8-K dated March 8, 2021 Ladies and Gentlemen, The Co

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM C

1185 Avenue of the Americas, 2nd Floor, New York, NY 10036

Exhibit 99.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 March 8, 2021 Dear Stakeholders, For clarity purposes, Pareteum would like to explain the events disclosed in the Company’s Current Report on Form 8-K and amendment No. 2 to the Company’s annual report on Form 10-K for the year ended December 31, 2018 that were each filed today. · On March 5, 2021, Baker Tilly advised the Audi

Letter agreement, dated as of March 1, 2021, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated March 1, 2021).

Exhibit 10.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 March 1, 2021 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Pareteum Corporation Financing Ladies and Gentlemen: This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to Se

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Num

Warrant to Purchase Common Stock, dated February 22, 2021, issued by Pareteum Corporation (incorporated by reference to Exhibit 10.3 to Pareteum’s current report on Form 8-K filed February 24, 2021).

Exhibit 10.3 Execution Version THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT F

Securities Purchase Agreement, dated as of February 22, 2021, between Pareteum Corporation and B.M.F. De Kroes-Brinkers (incorporated by reference to Exhibit 10.2 to Pareteum’s current report on Form 8-K filed February 24, 2021).

Exhibit 10.2 Execution Version SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the ?Agreement?), dated as of February 22, 2021, is by and among Pareteum Corporation, a Delaware corporation with offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the ?Company?), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a ?

Senior Second Lien Secured Convertible Note, dated February 22, 2021, made by Pareteum Corporation (incorporated by reference to Exhibit 10.1 to Pareteum’s current report on Form 8-K filed February 24, 2021).

Exhibit 10.1 Execution Version Pareteum Corporation Senior Second Lien Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UfNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT B

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Letter agreement, dated as of February 1, 2021, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated February 2, 2021).

Exhibit 10.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 February 1, 2021 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Pareteum Corporation Financing Ladies and Gentlemen: This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Letter agreement, dated as of January 4, 2021, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated January 6, 2021).

Exhibit 10.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 January 4, 2021 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Pareteum Corporation Financing Ladies and Gentlemen: This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2021 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Letter agreement, dated as of December 23, 2020, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.2 to Pareteum Corporation’s current report on Form 8-K dated December 23, 2020).

EX-10.2 3 tm2039242d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 December 23, 2020 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Pareteum Corporation Financing Ladies and Gentlemen: Reference is made to the Deposit Account Control Agreement dated June 8, 2020 entered into by and among Pare

Letter agreement, dated as of December 23, 2020, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated December 23, 2020).

Exhibit 10.1 HT Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 December 23, 2020 Pareteum Corporation 1185 Avenue of the Americas, 2nd Floor New York, NY 10036 Attention: Laura W. Thomas Re: Pareteum Corporation Forbearance Agreement Dear Laura: Reference is made to that certain Forbearance Agreement (the “Forbearance Agreement”) entered into as of November 30, 2020 between Paret

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 14, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Pareteum Announces Full Year 2018 Restated Financial Results A Significant Milestone and Progress in the Restatement

Exhibit 99.1 Pareteum Announces Full Year 2018 Restated Financial Results A Significant Milestone and Progress in the Restatement NEW YORK, NY – December 14, 2020 – Pareteum Corporation (OTC Pink Open Market: TEUM), a global cloud communications platform company, today announced that it has completed the restatement of operating and financial results for the full year ended December 31, 2018 and t

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM C

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Letter agreement, dated as of December 8, 2020, between Pareteum Corporation and High Trail Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated December 9, 2020).

Exhibit 10.1 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 December 8, 2020 High Trail Investments SA LLC 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Pareteum Corporation Financing Ladies and Gentlemen: This letter agreement pertains to that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by that certain Amendment to

Forbearance Agreement, dated as of November 30, 2020, between Pareteum Corporation and HT Investments SA LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated December 1, 2020).

Exhibit 10.1 FORBEARANCE AGREEMENT This FORBEARANCE AGREEMENT, dated as of November 30, 2020 (this “Agreement”), is entered into between Pareteum Corporation, a Delaware corporation (the “Company”), and HT Investments SA LLC (“HT”). PRELIMINARY STATEMENTS: WHEREAS, the Company and HT are parties to (i) that certain Senior Secured Convertible Note due 2025, dated as of June 8, 2020 (as amended by t

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Pareteum Provides Update on Nasdaq Delisting

Exhibit 99.1 Pareteum Provides Update on Nasdaq Delisting NEW YORK, NY ? November 10, 2020 ? Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, announced today that the Company notified the Hearings Panel (the ?Panel?) of The Nasdaq Stock Market LLC (?Nasdaq?) that it would not be able to file its Quarterly Report on Form 10-Q for the period ended September 30, 20

Pareteum Provides Business Update in Open Letter to Shareholders

Exhibit 99.2 Pareteum Provides Business Update in Open Letter to Shareholders NEW YORK, NY ? November 10, 2020 ? Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, today issued an open letter to shareholders. Dear Shareholders, Earlier today we issued a press release announcing the delisting of Pareteum?s common stock from Nasdaq due to the Company?s inability to

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Letter of Squar Milner LLP, dated November 6, 2020

Exhibit 16.1 November 6, 2020 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Dear Ladies and Gentlemen: We are the former independent registered public accounting firm for Pareteum Corporation (the “Company”). We have read the Company’s disclosure set forth in Item 4.01 “Changes in Registrant’s Certifying Accountant” of the Company’s Current Report on Form 8-K dated Novem

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Exchange Agreement between the Company and the investor named therein

Exhibit 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of , 2020 (the “Effective Date”), by and between Pareteum Corporation, a Delaware corporation (the “Company”), and (the “Investor”). WHEREAS, the Investor holds the number of shares of 8% Series C Redeemable Preferred Stock set forth in Schedule A attached hereto (the “Existing Securities”), including 0.74 shares

Pareteum Receives Listing Extension from Nasdaq

Exhibit 99.1 Pareteum Receives Listing Extension from Nasdaq NEW YORK, NY – October 15, 2020 – Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, announced today that it has received written notification from the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Panel agreed to extend the deadlines by which the Company would b

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

Pareteum Receives Listing Extension from Nasdaq

Exhibit 99.1 Pareteum Receives Listing Extension from Nasdaq NEW YORK, NY – August 27, 2020 – Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, announced today that it has received written notification from the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Panel had granted the request of the Company for an extension t

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File N

Pareteum Announces Receipt of Nasdaq Compliance Notifications

Exhibit 99.1 Pareteum Announces Receipt of Nasdaq Compliance Notifications NEW YORK, NY – August 19, 2020 – Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, announced that on August 14, 2020, Pareteum Corporation (the “Company”) received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of its

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Exchange Agreement between the Company and each holder of shares of 8% Series C Redeemable Preferred Stock (incorporated by reference to Exhibit 10.2 to Pareteum Corporation’s current report on Form 8-K dated July 27, 2020).

Exhibit 10.2 EXCHANGE AGREEMENT THIS EXCHANGE AGREEMENT (this “Agreement”) is made as of July 17, 2020 (the “Effective Date”), by and between Pareteum Corporation, a Delaware corporation (the “Company”), and [] (the “Investor”). WHEREAS, the Investor holds the number of shares of 8% Series C Redeemable Preferred Stock set forth in Schedule A attached hereto (the “Existing Securities”), including 3

Pareteum Receives Listing Extension from Nasdaq

Exhibit 99.1 Pareteum Receives Listing Extension from Nasdaq NEW YORK, NY – July 9, 2020 – Pareteum Corporation (Nasdaq: TEUM), a global cloud communications platform company, announced today that on July 6, 2020, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”), informing the Company that Nasdaq’s Hearings Panel (the “Panel”) has granted the Company’s request to remain li

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Management Services Agreement Termination, dated July 1, 2020, by and between Pareteum Corporation and Bart Weijermars (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated July 8, 2020).

Exhibit 10.1 MANAGEMENT SERVICES AGREEMENT TERMINATION BETWEEN: (1) Pareteum Corporation of 1185 Avenue of the Americas, New York, NY 10036 (“Pareteum”); AND: (2) Grootzande Management BV of Park Leeuwensteijn 4, 2272 AC Voorburg, The Netherlands, registered KvK 55703755 (“Grootzande"), represented by its principal, Bart Weijermars (Mr. Weijermars may be indvidually referred to herein as the “Prin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Employment Contract, dated as of July 1, 2020, by and between Pareteum B.V and Bart Weijermars (incorporated by reference to Exhibit 10.2 to Pareteum Corporation’s current report on Form 8-K dated July 8, 2020).

Exhibit 10.2 EMPLOYMENT CONTRACT Page 1 The undersigned: Pareteum B.V. , established in Laan Blussé van Oud Alblas 2A, 3769AT Soesterberg, The Netherlands, hereby represented by Artilium Group Limited hereinafter referred to as “Pareteum”. and Bart Weijermars, residing at Park Leeuwensteijn 4, 2272 AC Voorburg, The Netherlands and born on 14th of October 1967 with, hereinafter referred to as "the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Separation Agreement between Pareteum Corporation and Victor Bozzo, dated June 9, 2020 (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated June 12, 2020).

Exhibit 10.1 PARETEUM CORPORATION June 9, 2020 Via Hand-Delivery Re: Separation Agreement Dear Vic, This separation agreement (the “Agreement”) sets forth the agreement between you, Victor Bozzo, and Pareteum Corporation, a Delaware corporation (the “Company”), related to the end of your employment with the Company and the matters below. References herein to Company refer also to any affiliate the

Efforts and Retention Award Letter

Exhibit 10.1 Form of Extraordinary Efforts and Retention Award Letter and Stock Option Award Agreements [AWARD LETTER] Dear [staff member], Despite the many challenges we faced in 2019 and the first half of 2020, Pareteum wants to recognize your commitment, agility, teamwork and resilience towards building the success of our Clients and our Company. As we look to the future, we are going to need e

Form of Option Award Agreement

Exhibit 10.2 Form of Option Award Agreements PARETEUM CORPORATION STOCK OPTION AWARD AGREEMENT FOR NONSTATUTORY STOCK OPTIONS Option Agreement Number: Date of Grant/Award: Number and Name of Optionee: Number of Option Shares: Option Exercise Price: USD $ Vesting and Exercise Date: Commencing Expiration Date: Pareteum Corporation, a Delaware corporation (the “Company”) does hereby grant to [] (the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Pareteum Secures Convertible Note Financing

Exhibit 99.1 Pareteum Secures Convertible Note Financing NEW YORK, NY – June 9, 2020 – Pareteum Corporation (Nasdaq: TEUM), (the “Company”), a global cloud communications platform company, today announced that the Company closed the issuance of $17.5 million in Senior Secured Convertible Notes, which mature in 2025, with warrants, to an institutional investor. The net proceeds to the Company upon

Senior Secured Convertible Note, dated June 8, 2020, made by Pareteum Corporation (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated June 9, 2020).

Exhibit 10.1 Pareteum Corporation Senior Secured Convertible Note due 2025 THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANS

Warrant to Purchase Common Stock, dated June 8, 2020, issued by Pareteum Corporation (incorporated by reference to Exhibit 10.3 to Pareteum Corporation’s current report on Form 8-K dated June 9, 2020).

Exhibit 10.3 THE SECURITIES REPRESENTED BY THIS WARRANT, AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES

Securities Purchase Agreement, dated June 8, 2020, between Pareteum Corporation and HT Investments SA, LLC (incorporated by reference to Exhibit 10.2 to Pareteum Corporation’s current report on Form 8-K dated June 9, 2020).

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2020, is by and among Pareteum Corporation, a Delaware corporation with offices located at 1185 Avenue of the Americas, 2nd Floor, New York, NY 10036 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively

Pareteum Sends Open Letter to Shareholders

Exhibit 99.1 Pareteum Sends Open Letter to Shareholders NEW YORK, NY – May 18, 2020 – Pareteum Corporation (Nasdaq: TEUM), a global cloud platform for mobility, messaging and unified communications, today issued an open letter to shareholders. Dear Shareholders, We are writing to you today to provide an update on recent progress we have made at the Company including improvements to our balance she

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2020 Pareteum Corporation (Exact name of Registrant as Specified in Charter) Delaware 001-35360 95-4557538 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Pareteum Announces Receipt of Delinquency Notice From NASDAQ

Exhibit 99.1 Pareteum Announces Receipt of Delinquency Notice From NASDAQ NEW YORK, NY – May 15, 2020 – Pareteum Corporation (Nasdaq: TEUM), a cloud communications platform company, announced that on May 12, 2020, Pareteum Corporation (the “Company”) received a determination letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in

Pareteum Announces Additional $3.75 Million Closing of Preferred Stock Offering

Exhibit 99.1 Pareteum Announces Additional $3.75 Million Closing of Preferred Stock Offering NEW YORK, NY – March 2, 2020 – Pareteum Corporation (Nasdaq: TEUM), a rapidly growing cloud communications platform company, today announced the issuance of $3.75 million shares of non-convertible 8% Series C Redeemable Preferred Stock at a purchase price of $100,000 per share, which is part of the Company

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2020 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizati

TEUM / Pareteum Corporation / Hoving & Partners S.a. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) Under the Securities Exchange Act of 1934 Pareteum Corporation (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 69946T207 (CUSIP Number) December 31,2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2020 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organization

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizati

Certificate of Designation of Preferences and Rights of 8% Series C Convertible Preferred Stock.

Exhibit 3.1 PARETEUM CORPORATION CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS OF 8% SERIES C REDEEMABLE PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law Pareteum Corporation, a Delaware corporation (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) pursuant to the authority

Form of Subscription Agreement for 8% Series C Redeemable Preferred Stock (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2019).

Exhibit 10.1 THIS SUBSCRIPTION AGREEMENT IS EXECUTED IN RELIANCE UPON THE EXEMPTION TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO RULE 903 OF REGULATION S (“REGULATION S”) PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS OFFERING IS BEING MADE ONLY TO NON-U.S. PERSONS PURSUANT TO RULE

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizatio

Pareteum Announces CEO Transition and Leadership Restructuring

EX-99.1 2 tm1923795d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Pareteum Announces CEO Transition and Leadership Restructuring NEW YORK, NY – November 25, 2019 – Pareteum Corporation (Nasdaq: TEUM) today announced a CEO transition and a restructuring of its leadership team. Robert H. Turner has been terminated as Chairman and CEO of Pareteum. Bart Weijermars has been appointed Interim CEO, and Independe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizati

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizati

Pareteum Announces Receipt of Nasdaq Notice

Exhibit 99.1 Pareteum Announces Receipt of Nasdaq Notice NEW YORK, NY – November 15, 2019 – Pareteum Corporation (Nasdaq: TEUM) the rapidly growing cloud communications platform company, today announced that it has received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company had not yet filed its Quarterly Report on Form 10-Q for the period ended September 30, 201

TEUM / Pareteum Corporation NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: September 30, 2019 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

Financial Statements and Exhibits, Other Events, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizatio

Pareteum Appoints Mary Beth Vitale to its Board of Directors

Exhibit 99.1 Pareteum Appoints Mary Beth Vitale to its Board of Directors NEW YORK, NY – November 7, 2019 – Pareteum Corporation (Nasdaq: TEUM) today announced that the Company appointed Mary Beth Vitale to its Board of Directors, effective November 1, 2019. “Pareteum’s Board of Directors is honored that Mary Beth is joining us as we continue to strengthen and diversify our leadership team. Mary B

Pareteum Appoints Laura W. Thomas as Interim Chief Financial Officer

Exhibit 99.1 Pareteum Appoints Laura W. Thomas as Interim Chief Financial Officer NEW YORK, NY – November 5, 2019 – Pareteum Corporation (Nasdaq: TEUM) today announced that the Company has appointed Laura W. Thomas as Interim Chief Financial Officer, effective November 1, 2019. Laura will succeed Ted O’Donnell whose status with the company is under review. Ms. Thomas brings over 30 years of experi

Employment Agreement, dated October 29, 2019, between Pareteum Corporation and Laura W. Thomas (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated November 5, 2019).

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this “Agreement”), dated this October 29, 2019, is between Pareteum Corporation, a Delaware corporation (the “Company”), and Laura Thomas, a resident of the State of Virginia, having a mailing address of XXX (“Executive”). WHEREAS, Company desires to retain the services of Executive to serve as Chief Financial Officer; and WHEREAS, Execu

Financial Statements and Exhibits, Other Events, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizatio

Pareteum to Restate Previously Issued Financial Statements

Exhibit 99.1 Pareteum to Restate Previously Issued Financial Statements NEW YORK, NY – October 21, 2019 – Pareteum Corporation (Nasdaq: TEUM) today announced that the Company will restate its previously issued consolidated financial statements as of and for the full year ended December 31, 2018, and interim periods ended March 31, 2019 and June 30, 2019. This decision was approved by the Company’s

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 21, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizatio

Termination of a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 9, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organization

Pareteum Improves Cash Flows by Early Payoff of Post Road Group Senior Secured Debt

Exhibit 99.1 Pareteum Improves Cash Flows by Early Payoff of Post Road Group Senior Secured Debt September 26, 2019 Funds Raised Will be Used for Senior Debt Payoff and Working Capital NEW YORK, Sept. 26, 2019 /PRNewswire/ - Pareteum Corporation (Nasdaq: TEUM), the rapidly growing cloud communications platform company, today repaid its lender, Post Road Group, the full payoff of the senior secured

Financial Statements and Exhibits, Other Events, Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizat

Form of Pre-funded Warrant

Exhibit 4.1 EXHIBIT A-2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Pareteum corporation Warrant Shares: Initial Exercise Date: , 2019 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2

Form of Placement Agent Warrant

Exhibit 4.3 THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING SEPTEMBER 20, 2019 (THE “

Form of Warrant

Exhibit 4.2 EXHIBIT A-1 SERIES [A/B] COMMON STOCK PURCHASE WARRANT Pareteum corporation Warrant Shares: Initial Exercise Date: , 2019 Issue Date: , 2020 THIS SERIES [A/B] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organizat

Pareteum Prices $40 Million Offering of Common Stock and Warrants Led by 2 Institutional Investors and Hoving & Partners

Exhibit 99.1 Pareteum Prices $40 Million Offering of Common Stock and Warrants Led by 2 Institutional Investors and Hoving & Partners NEW YORK, NY – September 20, 2019 – Pareteum Corporation (Nasdaq: TEUM), the rapidly growing cloud communications platform company, today announced the pricing of a $40 million registered direct public offering led by 2 Institutional Investors and Hoving & Partners.

Form of Securities Purchase Agreement among Pareteum Corporation and certain investors (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K filed on September 23, 2019).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2019, between Pareteum Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth

Placement Agency Agreement between Pareteum Corporation and Dawson James Securities, Inc. (incorporated by reference to Exhibit 1.1 to Pareteum Corporation’s current report on Form 8-K filed on September 23, 2019).

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 1 North Federal Highway Boca Raton, Florida 33432 September 20, 2019 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Pareteum Corporation, a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve as the

Pareteum Corporation 18,852,273 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,875,000 Shares of Common Stock Warrants to Purchase 34,090,910 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-227912 PROSPECTUS SUPPLEMENT (To the Prospectus Dated December 18, 2018) Pareteum Corporation 18,852,273 Shares of Common Stock Pre-Funded Warrants to Purchase up to 3,875,000 Shares of Common Stock Warrants to Purchase 34,090,910 Shares of Common Stock We are offering 18,852,273 shares of our common stock, and warrants to purchase 34,090,910 s

Waiver and First Amendment to Credit Agreement

Exhibit 10.1 Execution [***] Certain identified information, marked by brackets, has been excluded from the exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT This WAIVER AND FIRST AMENDMENT TO CREDIT AGREEMENT dated as of August 22, 2019 (this “Amendment”) is by and among PARETEUM CORPORATION, a

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organization

PARETEUM CORPORATION 1,311,439 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333–227912 PROSPECTUS SUPPLEMENT (to prospectus dated December 18, 2018) PARETEUM CORPORATION 1,311,439 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are selling up to 1,311,439 shares of common stock in settlement of balances due with two providers of investment banking services and one provider

Pareteum Corporation 550,000 Shares Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-232194 Pareteum Corporation 550,000 Shares Common Stock The selling stockholders named in this prospectus under the heading "Selling Stockholders" may offer and sell up to an aggregate of 550,000 shares of our common stock, par value $0.00001 per share ("Common Stock"), from time to time. We will not receive any of the proceeds from

TEUM / Pareteum Corporation CORRESP - -

Pareteum Corporation 1185 Avenue of the Americas, 37th Floor New York, NY 10036 August 19, 2019 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

TEUM / Pareteum Corporation S-3/A - - FORM S-3/A

As filed with the Securities and Exchange Commission on August 16, 2019 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2019 PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or organization)

Pareteum Announces Second-Quarter 2019 Financial Results Q2 Revenue of $34 Million Drives Growth of 469% Year-over-Year Q2 Adjusted EBITDA of $6.1 Million Net Dollar-Based Expansion Rate of 151% Year-over-Year Increases Full-Year Revenue Guidance – P

Exhibit 99.1 Pareteum Announces Second-Quarter 2019 Financial Results Q2 Revenue of $34 Million Drives Growth of 469% Year-over-Year Q2 Adjusted EBITDA of $6.1 Million Net Dollar-Based Expansion Rate of 151% Year-over-Year Increases Full-Year Revenue Guidance – Projecting 270-301% Year-over-Year Revenue Growth New York, NY – August 6, 2019 – Pareteum Corporation (Nasdaq: TEUM), a rapidly growing c

August 9, 2019

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 ¨ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 000-30061 (Commission file No.) PARETEUM CORPORATION (Exact name of r

Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): July 18, 2019 (July 17, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in Charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation) (Commission File N

Pareteum Announces Favorable Shareholders Vote at AGM

Exhibit 99.1 Pareteum Announces Favorable Shareholders Vote at AGM Dear Fellow Shareholders, Today, your voice has been heard in resounding fashion. Your votes have been counted and reported through our Annual General Meeting of Shareholders. All four directors – Robert H. Turner, Yves van Sante, Luis Jimenez-Tuñon and Robert L. Lippert – have been approved by an overwhelming majority of sharehold

Pareteum Corporation Amended 2018 Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s registration statement on Form S-8 filed on June 28, 2019).

Exhibit 10.1 PARETEUM CORPORATION AMENDED 2018 LONG-TERM INCENTIVE COMPENSATION PLAN ARTICLE I PURPOSE Section 1.1 Purpose. This 2018 Long-Term Incentive Compensation Plan (the “Plan”) is established by Pareteum Corp., a Delaware corporation (the “Company”), to create incentives which are designed to motivate Participants to put forth maximum effort toward the success and growth of the Company and

TEUM / Pareteum Corporation S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on June 28, 2019 Registration No.

TEUM / Pareteum Corporation S-3 - - FORM S-3

As filed with the Securities and Exchange Commission on June 18, 2019 Registration No.

Pro Forma Adjustments [Note 3]

Exhibit 99.2 Pareteum Corporation Unaudited Pro Forma Combined Statement of Comprehensive Loss For the Year Ended December 31, 2017 Historical Pareteum Artilium iPass Pro Forma Adjustments [Note1] Pro Forma Condensed Combined Revenue $ 13,547,507 $ 12,246,485 $ 54,401,000 - $ 80,194,992 Cost of revenue 3,683,609 2,943,919 44,783,000 - 51,410,528 Gross profit 9,863,898 9,302,566 9,618,000 - 28,784,

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 13, 2019 (February 12, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in the Charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorpora

iPass Inc. Consolidated Financial Statements Years Ended December 31, 2018 and 2017 iPass Inc.

Exhibit 99.1 iPass Inc. Consolidated Financial Statements Years Ended December 31, 2018 and 2017 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee. iPass Inc. Consolidated Financial Statements Years Ended December 31, 2018 and 2017 iPass Inc. Con

TEUM / Pareteum Corporation DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2019 (May 24, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 that we filed with the SEC on May 10, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q x Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 ¨ Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to 000-30061 (Commission file No.) PARETEUM CORPORATION (Exact name of

Pareteum Announces First Quarter 2019 Financial Results Q1 Revenue of $23 Million Drives Growth of 460% Year-over-Year Q1 Adjusted EBITDA of $5.2 Million Net Dollar-Based Expansion Rate of 144% Year-over-Year Increases Full Year 2019 Guidance - Proje

Exhibit 99.1 Pareteum Announces First Quarter 2019 Financial Results Q1 Revenue of $23 Million Drives Growth of 460% Year-over-Year Q1 Adjusted EBITDA of $5.2 Million Net Dollar-Based Expansion Rate of 144% Year-over-Year Increases Full Year 2019 Guidance - Projecting 255-285% Year-over-Year Revenue Growth New York, NY – May 7, 2019 – Pareteum Corporation (Nasdaq:TEUM), a rapidly growing global cl

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2019 (May 7, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation or or

PARETEUM CORPORATION 801,488 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333–227912 PROSPECTUS SUPPLEMENT (to prospectus dated December 18, 2018) PARETEUM CORPORATION 801,488 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are selling up to 801,488 shares of common stock including (i) 451,488 shares in settlement of debts owed to service providers and (ii) 350,000 shares

Trademark Security Agreement between Pareteum Corporation and certain subsidiaries of Pareteum Corporation, Post Road Administrative Finance, LLC and Post Road Special Opportunity Fund I LLP

Exhibit 10.41 [***] = 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. TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT, dated as of February 26, 2019, is made by each of the entities listed on the signature pages hereof (each

Patent Security Agreement between Pareteum Corporation and certain subsidiaries of Pareteum Corporation, Post Road Administrative Finance, LLC and Post Road Special Opportunity Fund I LLP

Exhibit 10.40 [ ***] = 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 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT, dated as of February 26, 2019, is made by each of the entities listed on the signature pages

Credit Agreement between Pareteum Corporation and certain subsidiaries of Pareteum Corporation, Post Road Administrative Finance, LLC and Post Road Special Opportunity Fund I LLP

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

Subsidiaries (incorporated by reference to Exhibit 21.1. to Pareteum’s Form 10-K filed March 18, 2019)

Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT The following is a list of subsidiaries of Pareteum Corporation, omitting subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary as of March 18, 2019: Pareteum Europe B.V., The Netherlands Pareteum North America Corp., Delaware Artilium Group Limited, England iPass Inc., Delaware iPass IP LLC

Security Agreement between Pareteum Corporation and certain subsidiaries of Pareteum Corporation, Post Road Administrative Finance, LLC and Post Road Special Opportunity Fund I LLP

Exhibit 10.39 [***] = 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 COPY SECURITY AGREEMENT by and among PARETEUM CORPORATION, the other Grantors from time to time party hereto, and POST ROAD ADMINISTRATIVE LLC, as Collateral A

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 that we filed with the SEC on March 18, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to 001-35360 (Commission file No.) PARETEUM CORPORATION (Exact na

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2019 (March 12, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorporation

Pareteum Announces Fourth Quarter and Full Year 2018 Financial Results Q4 Revenue Growth of 256% and FY 139% Q4 Adjusted EBITDA of $2.34M and FY $6.4M Q4 Non-GAAP EPS of $0.02 cents and FY $0.09 cents Net Dollar-Based Expansion Rate of 214% Year-Over

Exhibit 99.1 Pareteum Announces Fourth Quarter and Full Year 2018 Financial Results Q4 Revenue Growth of 256% and FY 139% Q4 Adjusted EBITDA of $2.34M and FY $6.4M Q4 Non-GAAP EPS of $0.02 cents and FY $0.09 cents Net Dollar-Based Expansion Rate of 214% Year-Over-Year Announces 2019 Guidance - Projecting 225-260% Year-Over-Year Revenue Growth New York, NY – March 12, 2019 – Pareteum Corporation (N

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2017

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF DECEMBER 31, 2017 Historical Pareteum Artilium iPass Pro Forma Adjustments [Note1] Pro Forma Condensed Combined ASSETS Current assets: Cash, cash equivalents and restricted cash $ 13,737,675 $ 3,499,113 $ 5,159,000 $ (18,467,248 ) $ 3,928,540 Accounts receivable, net 2,058,284 3,643,330 8,717,000 — 14,418,614 Prepaid expenses

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): March 12, 2019 (February 12, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in the Charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorpor

CONSOLIDATED FINANCIAL STATEMENTS OF IPASS PART I. FINANCIAL INFORMATION

Exhibit 99.1 CONSOLIDATED FINANCIAL STATEMENTS OF IPASS PART I. FINANCIAL INFORMATION Item 1. Financial Statements IPASS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited; in thousands) September 30, December 31, 2018 2017 ASSETS Current assets: Cash and cash equivalents $ 4,912 $ 5,159 Accounts receivable, net of allowance for doubtful accounts of $63 and $151, respectively 7,944 8,717 Prepai

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2019 (February 26, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorpo

Pareteum Closes $50 million Credit Facility with Post Road Group Facility Accelerates Growth

Exhibit 99.1 Pareteum Closes $50 million Credit Facility with Post Road Group Facility Accelerates Growth NEW YORK, NY – February 26, 2019 (PR Newswire) –Pareteum Corporation (NASDAQ: TEUM), a rapidly growing global cloud software communications platform company with a mission to connect every person and every(thing)™, today announced that it has closed a US$50 million committed senior secured cre

TEUM / Pareteum Corporation / Iroquois Capital Management, LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* PARETEUM CORPORATION (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 69946T207 (CUSIP Number) December 31, 2018

Joinder to Guarantee by Pareteum Corporation (incorporated by reference to Exhibit 10.3 to Pareteum Corporation’s current report on Form 8-K dated February 13, 2019).

Exhibit 10.3 Execution Version JOINDER The undersigned acknowledges that it is a Guarantor under the Guaranty and Suretyship Agreement, dated June 14, 2018 made by iPass Inc., a Delaware corporation (“Parent” and together with each other Person that becomes a Borrower under the Credit Agreement (as defined therein), including, for the avoidance of doubt, iPass IP LLC, a Delaware limited liability

Joinder to Pledge Agreement by Pareteum Corporation (incorporated by reference to Exhibit 10.4 to Pareteum Corporation’s current report on Form 8-K dated February 13, 2019).

Exhibit 10.4 Execution Version PLEDGE AGREEMENT THIS PLEDGE AGREEMENT (this “Agreement”), dated as of February 12, 2019, by Pareteum Corporation, a Delaware corporation (“Pledgor”), in favor of Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (collectively, “Lender”), is as follows: RECITALS WHEREAS, iPass Inc., a Delaware corporation (“Parent”), iPass IP LLC, a Delaware limited liabil

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2019 (February 12, 2019) PARETEUM CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-35360 95-4557538 (State or other jurisdiction of incorpo

Consent and Amendment No. 1 to Credit Agreement by and among iPass Inc., iPass IP LLC, Fortress Credit Corp., FIP UST LP and DBD Credit Funding LLC (incorporated by reference to Exhibit 10.1 to Pareteum Corporation’s current report on Form 8-K dated February 13, 2019).

Exhibit 10.1 Execution Version CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT This CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) is made as of this 12th day of February, 2019, by and among iPass Inc., a Delaware corporation (“Parent”), iPass IP LLC, a Delaware limited liability company (“iPass SPV” and, together with Parent, each a “Borrower” and collectively, the “Borrowers”

Joinder to Security Agreement by Pareteum Corporation (incorporated by reference to Exhibit 10.2 to Pareteum Corporation’s current report on Form 8-K dated February 13, 2019).

Exhibit 10.2 Execution Version ADDITIONAL GRANTOR JOINDER Security Agreement dated as of June 14, 2018 made by IPASS, INC. and the other party thereto from time to time, as Grantors to and in favor of FORTRESS CREDIT CORP., FIP UST LP and DBD CREDIT FUNDING LLC as Lenders (the “Security Agreement”) Reference is made to the Security Agreement as defined above; capitalized terms used herein and not

PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS

Exhibit 99.1 PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS NEW YORK, New York – Feb. 13, 2019 – Pareteum Corporation (Nasdaq: TEUM), a rapidly growing global cloud software communications platform company with a mission to connect “every person and “every(thing)”, announced today that it has accepted for exchange all shares of iPass Inc. (Nasdaq: IP

Form of Warrant (incorporated by reference to Exhibit 4.1 to Pareteum Corporation’s current report on Form 8-K filed on February 13, 2019

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS

Exhibit (a)(5)(G) PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS NEW YORK, New York – Feb.

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 6) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

TEUM / Pareteum Corporation 425 (Prospectus)

425 1 tv513272425.htm 425 Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc. Commission File No: 000-50327 PARETEUM ACCEPTS SHARES OF IPASS TENDERED IN EXCHANGE OFFER AND COMPLETES ACQUISITION OF IPASS NEW YORK, New York – Feb. 13, 2019 – Pareteum Corporat

TEUM / Pareteum Corporation / Hoving & Partners S.a. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Pareteum Corporation (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 69946T207 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

TEUM / Pareteum Corporation / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pareteum Corporation (Name of Issuer) Common Stock, $0.00001 par value per share (Title of Class of Securities) 69946T207 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Offer by TBR, Inc., a direct wholly owned subsidiary of PARETEUM CORPORATION, to exchange each outstanding share of common stock of IPASS INC. 1.17 shares of common stock of Pareteum Corporation

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-228665 Offer by TBR, Inc., a direct wholly owned subsidiary of PARETEUM CORPORATION, to exchange each outstanding share of common stock of IPASS INC. for 1.17 shares of common stock of Pareteum Corporation THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 12, 2019, UNLESS EXTENDED

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 5) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

TEUM / Pareteum Corporation AMENDMENT NO. 3 TO FORM S-4

TABLE OF CONTENTS Registration No. 333-228665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PARETEUM CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware 4819 95-4557538 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Class

Consent of Raymond James, financial advisor to iPass Inc.

Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter dated November 12, 2018 to the Board of Directors of iPass Inc. included as Annex A to the Proxy Statement - Prospectus of Pareteum Corporation which forms the Registration Statement on Form S-4 of Pareteum Corporation and the r

PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS

Exhibit (a)(5)(F) PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS Posted On: January 14, 2019 PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS NEW YORK ― Jan.

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 4) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

TEUM / Pareteum Corporation 425 (Prospectus)

Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc.

Consent of Raymond James, financial advisor to iPass Inc.

EX-99.1 5 tv509697ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter dated November 12, 2018 to the Board of Directors of iPass Inc. included as Annex A to the Proxy Statement - Prospectus of Pareteum Corporation which forms the Registration Statement on

TEUM / Pareteum Corporation AMENDMENT NO. 2 TO FORM S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 11, 2019 Registration No.

PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS

EX-99.(A)(5)(E) 2 tv510245ex-a5e.htm EXHIBIT (A)(5)(E) Exhibit (a)(5)(E) PARETEUM EXTENDS TENDER OFFER FOR ALL OUTSTANDING SHARES OF IPASS NEW YORK ― Jan. 4, 2019 ― Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, announced today that it has extended the offering period of its previously announced tender offer to purchase all outstanding shares of iPass Inc. (Nasdaq: IPAS),

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 3) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

TEUM / Pareteum Corporation 425 (Prospectus)

Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc.

PARETEUM CORPORATION 12,971,528 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-227912 PROSPECTUS SUPPLEMENT NO. 1 (To Prospectus dated December 18, 2018) PARETEUM CORPORATION 12,971,528 Shares of Common Stock This Prospectus Supplement No. 1 supplements the Prospectus dated December 18, 2018 of Pareteum Corporation (the “Company”) relating to the resale by the selling stockholders of up to 12,971,528 shares of common stoc

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 2) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

Consent of Raymond James, financial advisor to iPass Inc.

Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter dated November 12, 2018 to the Board of Directors of iPass Inc. included as Annex B to the Proxy Statement-Prospectus of Pareteum Corporation which forms the Registration Statement on Form S-4 of Pareteum Corporation and the ref

TEUM / Pareteum Corporation AMENDMENT NO.1 TO FORM S-4

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 20, 2018 Registration No.

TEUM / Pareteum Corporation 425 (Prospectus)

Pareteum® Corporation TEUM’s Proposed Acquisition of iPass Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc.

PARETEUM CORPORATION 12,971,528 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333–227912 Prospectus PARETEUM CORPORATION 12,971,528 Shares of Common Stock This prospectus relates to the resale of up to 12,971,528 shares of common stock, par value $0.00001 per share, of Pareteum Corporation (“we,” “us,” “our,” or the “Company”) held by certain selling stockholders, consisting of the following: · 10,277,810 shares of the Compa

PARETEUM CORPRATION COMMON STOCK PREFERRED STOCK PURCHASE CONTRACTS SUBSCRIPTION RIGHTS DEPOSITARY SHARES DEBT SECURITIES

Filed Pursuant to Rule 424(b)(3) Registration No. 333–227912 Prospectus PARETEUM CORPRATION $150,000,000 COMMON STOCK PREFERRED STOCK PURCHASE CONTRACTS WARRANTS SUBSCRIPTION RIGHTS DEPOSITARY SHARES DEBT SECURITIES UNITS We may offer and sell from time to time, in one or more series, any one of the following securities of our company, for total gross proceeds of up to $150,000,000: · common stock

TEUM / Pareteum Corporation CORRESP

Pareteum Corporation 1185 Avenue of the Americas, 37th Floor New York, NY 10036 December 17, 2018 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.

TEUM / Pareteum Corporation CORRESP

December 13, 2018 VIA EMAIL Division of Corporation Finance Office of Information Technologies and Services U.

TEUM / Pareteum Corporation SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Secur

TEUM / Pareteum Corporation 425 (Prospectus)

Pareteum® Corporation TEUM Commences Tender Offer to Acquire iPass Filed by Pareteum Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a - 12 under the Securities Exchange Act of 1934 Subject Company: iPass Inc.

TEUM / Pareteum Corporation SC TO-T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14D-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 IPASS INC. (Names of Subject Company) TBR, INC. (Offeror) PARETEUM CORPORATION (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 46261V108 (

NON-DISCLOSURE AGREEMENT

Exhibit (d)(2) NON-DISCLOSURE AGREEMENT This Non-Disclosure Agreement (the “Agreement”) is made and entered into effective December 18, 2017 by and between Pareteum Corporation, a Delaware corporation having its corporate address at: 100 Park Avenue, Suite 1600, New York City, New York 10017, USA (“TEUM”), and iPass Inc.

AGREEMENT ESTABLISHING A STRATEGIC ALLIANCE PARETEUM CORPORATION IPASS INC. April 23, 2018

Exhibit (d)(3) AGREEMENT ESTABLISHING A STRATEGIC ALLIANCE Between PARETEUM CORPORATION And IPASS INC.

Form of Letter of Transmittal.

Exhibit 99.2 LETTER OF TRANSMITTAL Offer by TBR, INC. a direct wholly owned subsidiary of PARETEUM CORPORATION to exchange each outstanding share of common stock of IPASS INC. For 1.17 shares of common stock of Pareteum Corporation (subject to the terms and conditions described in the prospectus/offer to exchange and this letter of transmittal) THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12

Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit 99.3 LETTER TO BROKERS, DEALERS COMMERCIAL BANKS, TRUST COMPANIES AND OTHER NOMINEES Offer by TBR, INC. a direct wholly owned subsidiary of PARETEUM CORPORATION to exchange each outstanding share of common stock of IPASS INC. for 1.17 shares of common stock of Pareteum Corporation (subject to the terms and conditions described in the prospectus/offer to exchange and this letter of transmit

Consent of Raymond James, financial advisor to iPass Inc.

EX-99.1 7 tv507971ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Consent of Raymond James & Associates, Inc. Raymond James & Associates, Inc. (“Raymond James”) consents to the inclusion and description of our opinion letter dated November 12, 2018 to the Board of Directors of iPass Inc. included as Annex B to the Proxy Statement-Prospectus of Pareteum Corporation which forms the Registration Statement on Fo

TEUM / Pareteum Corporation S-4

As filed with the Securities and Exchange Commission on December 3, 2018 Registration No.

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

Exhibit 99.4 LETTER TO CLIENTS Offer by TBR, Inc. a direct wholly owned subsidiary of PARETEUM CORPORATION to exchange each outstanding share of common stock of IPASS INC For 1.17 shares of common stock of Pareteum Corporation. (subject to the terms and conditions described in the prospectus/offer to exchange and this letter of transmittal) THE OFFER AND THE WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00

TEUM / Pareteum Corporation CORRESP

December 3, 2018 VIA EMAIL Division of Corporation Finance U.S. Securities & Exchange Commission 100 F Street NE Washington, D.C. 20549 Attn: Mitchell Austin, Staff Attorney Re: Pareteum Corporation Registration Statement on Form S-3 Filed October 19, 2018 File No. 333-227912 Dear Mr. Austin: On behalf of Pareteum Corporation (the “Company”), please accept this letter as the Company’s response to