Form of Subscription Agreement

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 903 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT. NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE SECURITIES ACT.

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SUBSCRIPTION AGREEMENT

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THIS SUBSCRIPTION AGREEMENT (this “Subscription”) has been executed by Pareteum Corporation, a corporation organized under the laws of the State of Delaware (hereinafter referred to as the “Company”) and the purchaser set forth in the Omnibus Signature Page (the “Signature Page”) attached hereto (the “Purchaser”) in connection with the private placement of up to a maximum of $20,000,000 of the Company’s newly-created Series C Redeemable Preferred Stock having the rights and preferences set forth on the form of Certificate of Designations (the “Series C Certificate”) of Series C Redeemable Preferred Stock attached as Exhibit B hereto (each, a “Share”, and collectively, the “Securities”). The Securities being subscribed for pursuant to this Subscription have not been registered under the Securities Act. The offer of the Securities and, if this Subscription is accepted by the Company, the sale of Securities, is being made in reliance upon Rule 903 of Regulation S promulgated under the Securities Act. All dollar amounts in this Subscription are expressed in U.S. Dollars.

This Subscription is submitted by the undersigned in accordance with and subject to the terms and conditions described in this Subscription, including the Exhibits and Schedules hereto.

The terms and conditions of the Securities offered in this offering of (“Offering”) are more completely described in the Series C Certificate attached hereto as Exhibit B.

The Purchaser hereby represents and warrants to, and agrees with the Company as follows:

ARTICLE 1

SUBSCRIPTION

1.1       The undersigned Purchaser hereby subscribes to purchase the amount of Securities set forth on the Signature Page attached hereto, at an aggregate purchase price as set forth on the Signature Page (the “Subscription Funds”). The price per Share shall be $47,619.05 on or prior to December 10, 2019 for the issuance and sale of the initial $5,000,000 of Securities (the “Initial Securities”). Following such date the price per Share shall be $100,000.00 (the “Subsequent Securities”).

Minimum Subscription

1.2       The Purchaser must subscribe for a minimum of $100,000 of Securities.

Method of Payment

1.3       The Purchaser shall pay the Subscription Funds by delivering good funds in United States Dollars by way of wire transfer of funds to Sichenzia Ross Ference LLP, the escrow agent for this Offering (“Escrow Agent”). The wire transfer instructions are as set forth in Exhibit C, attached hereto and made a part hereof.

Upon receipt of the Subscription Funds and acceptance of this Subscription by the Company, the Company shall take up the Subscription Funds (the “Closing Date”) and issue to the Purchaser such number of Securities represented by the amount of the accepted Subscription Funds.

The Purchaser acknowledges that the subscription for Securities hereunder may be rejected in whole or in part by the Company in its sole discretion and for any reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of such subscription. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription. If this Subscription is rejected in whole, or the offering of Securities is terminated, all funds received from the Purchaser will be returned without interest or offset, and this Subscription shall thereafter be of no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this Subscription will continue in full force and effect to the extent this Subscription was accepted.

Term; Termination

1.4       All funds received from the Purchaser will be held in a non-interest-bearing escrow account by the Escrow Agent, pending the earlier of (a) instructions from the Company to disburse the funds, (b) completion of the Maximum Offering or (c) the end of the Offering Period.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Representations and Warranties

2.1       The Purchaser represents and warrants to the Company, with the intent that the Company will rely thereon in accepting this Subscription, that:

Survival

2.2       The representations and warranties of the Purchaser contained herein will be true at the date of execution of this Subscription by the Purchaser and as of the Closing Date in all material respects as though such representations and warranties were made as of such times and shall survive the Closing Date and the delivery of the Securities. The Purchaser agrees that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Securities.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

3.1       The Company, upon taking up and accepting this Subscription, represents and warrants in all material respects to the Purchaser, with the intent that the Purchaser will rely thereon in making this Subscription, that:

Survival

3.2       The representations and warranties of the Company will be true and correct as of the Closing Date in all material respects and shall survive the Closing Date and the delivery of the Securities.

ARTICLE 4

COVENANTS OF THE COMPANY

Covenants of the Company

4.1       The Company covenants and agrees with the Purchaser that:

Piggy-back Registration Rights

4.2(a)       If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give holders of the Securities (the “Holders”) written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.2(b), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of one or more Holders received within 10 days after delivery of the Company’s notice.  If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, and the managing underwriters advise the Company and the Holders that in their reasonable opinion the number of shares of common stock, par value $0.00001 per share of the Company, and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration:  (i) first, the number of shares of common stock that the Company proposes to sell; and (ii) second, the number of shares of common stock and other Registrable Securities requested to be included therein by holders of common stock and other Registrable Securities, including Holders who have provided notice in accordance with this Section 4. 2(a), pro rata among all such holders on the basis of the number of shares of Common Stock and other Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree. “Registrable Securities” means the common stock issuable upon conversion of the Securities, if the Securities are amended to add a conversion feature or exchanged into common stock or securities exercisable into or convertible into common stock.

4.2(b)       If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of common stock other than the Holders, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of common stock and other Registrable Securities proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration:  (i) first, the number of shares of common stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of common stock and other Registrable Securities requested to be included therein by other holders of shares of common stock and other Registrable Securities, including the Holders (if the Holders have elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of common stock and other Registrable Securities requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of common stock that the Company proposes to sell. “Maximum Number of Shares” means the number of shares of common stock (and other Registrable Securities) proposed to be included in a Registration Statement that can be sold in an underwritten offering without materially delaying or jeopardizing the success of the subject offering (including the offering price per Share).

ARTICLE 5

ISSUANCE OF SECURITIES

5.1       As soon as practicable after the Closing Date, the Company shall issue and deliver, or shall cause the issuance and delivery of, the Securities in the name or names specified by the Purchaser purchased in the Offering. Such Securities shall bear a legend in substantially the following form:

“THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.”

5.2       The legend(s) set forth above shall be removed, and the Company shall issue a certificate without such legend to the transferee of the Securities represented thereby, if, unless otherwise required by state securities laws, (i) such Securities have been sold under an effective registration statement under the Securities Act, (ii) such Securities have been sold pursuant to a valid exemption under the Securities Act or (iii) such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company may not make any notation on its records or give instructions to the Transfer Agent that enlarge the restrictions on transfer set forth in this Article 5.

ARTICLE 6

GUARANTEE

6.1       So long as the Initial Securities are outstanding, and except as set forth in this Article 6, Pareteum Europe B.V . (the “Guarantor”) hereby guarantees to the Purchaser of the Initial Securities and its transferees the prompt and complete payment when due of the divididends and redemption price set forth in the Series C Certificate (the “Obligations”). The maximum liability of the Guarantor hereunder and under any other Transaction Document shall in no event exceed the amount which can be guaranteed by the Guarantor under applicable federal, state and foreign laws, including laws relating to the insolvency of debtors, fraudulent conveyance or transfer or laws affecting the rights of creditors generally.

6.2       Payment of any and all of the Obligations shall be subordinate to and subject in right and time of payment, to the prior indefeasible payment in full of all secured debt the Company or Guarantor may incur.

6.3       Guarantor will be released from all liability hereunder concurrently with the indefeasible repayment in full of all amounts owed under the Series C Certificate.

6.4       Purchaser shall cause any transferee to agree in writing to the terms of this Article 6 as a condition to such transferee’s acquisition of the Initial Securities.

ARTICLE 7

CLOSING

Closing shall be effected through the delivery of the Subscription Funds by the Escrow Agent to the Company and the delivery of the Securities purchased in the Offering by the Company to the Purchaser (or the Purchaser’s representative), together with a copy of this Subscription Agreement, duly executed.

ARTICLE 8

FEES

As compensation for services rendered, the Company shall pay to Hoving & Partners S.A. or its designees (“Hoving”) the certain fees set forth as follows (the “Fees”), such Fees to be paid cash by wire transfer of immediately available funds to an account or accounts designated by Hoving: (i) $300,000 upon the sale of the Initial Securities; (ii) $300,000 upon the consummation by the Company of a debt financing transaction with net proceeds to the Company of no less than $10,000,000 (the “Future Transaction”), provided that the payment to Hoving by the Company of such fees does not violate the terms or conditions of the Future Transaction; and (iii) an amount equal five percent (5%) of the gross proceeds received from the sale of Subsequent Securities.

ARTICLE 9

GENERAL PROVISIONS

Governing Law

9.1       The Transaction Documents will be governed by and construed under the laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal suit, action or proceeding arising out of or relating to this Subscription will be instituted exclusively in New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waive any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such suit, action or proceeding. If either party shall commence an action or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. THE PARTIES HERETO AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

Successors and Assigns

9.2       This Subscription shall inure to the benefit of and be binding on the respective successors and assigns of the parties hereto.

Execution by Counterparts and Facsimile

9.3       This Subscription may be executed in counterparts and by facsimile, each of which when executed by any party will be deemed to be an original and all of which counterparts will together constitute one and the same Subscription.

Independent Legal Advice

9.4       The parties hereto acknowledge that they have each received independent legal advice with respect to the terms of this Subscription and the transactions contemplated herein or have knowingly and willingly elected not to do so.

Severability

9.5       If any term, provision, covenant or restriction of this Subscription is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

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SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

FOR THE PURCHASE OF SHARES OF PARETEUM CORPORATION’S

SERIES C REDEEMABLE PREFERRED STOCK

Purchaser hereby elects to subscribe under the Subscription Agreement for a total of           Shares, at a price per Share of $           and an aggregate purchase price of $                .

Purchaser’s signature below constitutes execution of the Subscription Agreement.

Date:                               , 2019.

If the purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

PLEASE FAX OR E-MAIL A COPY OF THE COMPLETED AND EXECUTED SUBSCRIPTION AGREEMENT TO:

Attn: Darrin Ocasio

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 37th Floor
New York, NY 10036

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SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

Pareteum Corporation’s and Pareteum Europe B.V.’s signatures below constitutes execution of the Subscription Agreement.