2. (a) Escrow of Put Warrants. On or prior to each ---------------------- Put Closing Date, the Company shall issue and deliver or cause to be delivered to the Escrow Agent such number of Put Warrants as required by the Purchase Agreement The Escrow...Escrow Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec
FORM OF COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • November 3rd, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
THIS 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pareteum Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 23rd, 2019 • PARETEUM Corp • Services-computer integrated systems design • New York
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”).
EXHIBIT 10.1 OPTION AGREEMENT WITH TANG WAI LEONG THIS OPTION AGREEMENT ("Agreement") is entered into effective the 11th day of April 2002, by and between Tang Wai Leong, an individual ("Leong"), and Elephant Talk Communications, Inc., a California...Option Agreement • April 29th, 2002 • Elephant Talk Communications Inc • Services-business services, nec • California
BETWEENMerger Agreement • January 18th, 2002 • Elephant Talk Communications Inc • Services-business services, nec • California
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH...Common Stock Purchase Warrant • July 30th, 2001 • Staruni Corp • Services-business services, nec • New York
PARETEUM CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
The undersigned, Pareteum Corporation, a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Dawson James Securities, Inc. (the “Representative”) and with the other underwriters, if any, named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters, if any, being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
FORM OF COMMON STOCK PURCHASE WARRANT PARETEUM CORPORATIONSecurity Agreement • July 17th, 2017 • PARETEUM Corp • Services-computer integrated systems design
THIS COMMON STOCK PURCHASE WARRANT (this “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 the six month anniversary of the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pareteum Corporation, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES [A/B] COMMON STOCK PURCHASE WARRANT Pareteum corporationWarrant Agreement • September 23rd, 2019 • PARETEUM Corp • Services-computer integrated systems design
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 any time on or after ________, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1(the “Termination Date”) but not thereafter, to subscribe for and purchase from Pareteum Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT Pareteum corporationPre-Funded Common Stock Purchase Warrant • September 23rd, 2019 • PARETEUM Corp • Services-computer integrated systems design
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 ________, 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pareteum Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RECITALS:Placement Agent Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec • Georgia
STOCK PURCHASE AGREEMENT The parties to this Stock Purchase Agreement ("Agreement") are Elephant Talk Communications, Inc. ("ETCI"), a California corporation, and Rising Water Capital AG ("RWC"), registered in Zug, Switzerland. When executed by RWC...Stock Purchase Agreement • July 7th, 2005 • Elephant Talk Communications Inc • Telephone communications (no radiotelephone)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 9th, 2020 • PARETEUM Corp • Services-computer integrated systems design • New York
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, the “Buyers”).
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is entered into this 16tb day of November, 2000 ("Effective Date") by and between Enova Holdings, Inc. ("Enova"), a Nevada Corporation with principal offices located in Los Angeles,...Stock Purchase Agreement • November 29th, 2000 • Staruni Corp • Services-business services, nec • California
andSale and Purchase Agreement • June 2nd, 2004 • Elephant Talk Communications Inc • Telephone communications (no radiotelephone) • Hong Kong
FORM OF WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 3rd, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
WARRANT AGENCY AGREEMENT, dated as of [______], 2017 (“Agreement”), between Pareteum Corporation, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company (the “Warrant Agent”).
ContractPurchase Warrant Agreement • September 23rd, 2019 • PARETEUM Corp • Services-computer integrated systems design • New York
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 “EFFECTIVE DATE”) TO ANYONE OTHER THAN (I) DAWSON JAMES SECURITIES, INC. OR A PLACEMENT AGENT OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF DAWSON JAMES SECURITIES, INC. OR OF ANY SUCH PLACEMENT AGENT OR SELECTED DEALER.
PRIVATE EQUITY LINE OF CREDIT AGREEMENT BY AND BETWEEN BOAT BASIN INVESTORS LLC AND STARUNI CORPORATION ---------------------------------------------------------------- DATED AS OF SEPTEMBER 28, 2000...Private Equity Line of Credit Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • September 23rd, 2019 • PARETEUM Corp • Services-computer integrated systems design • New York
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 exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • October 5th, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
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 exclusive placement agent (the “Services”) for the Company, on a reasonable “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that Dawson’s obligations hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by Dawson to purchase the Securities and does not ensure the successful placement of the Securities or any portion thereof or the success of Dawson placing the Securities.
Exhibit 10.28 LETTER OF UNDERSTANDING This Letter of Understanding is by and between Staruni Corporation and Elephant Talk Limited (collectively referred hereto as "ET"), on the one hand, and Vision Aerospace, Inc. ("Vision"), a Nevada corporation, on...Letter of Understanding • January 18th, 2002 • Elephant Talk Communications Inc • Services-business services, nec
Exhibit 10.1 CONSULTING AGREEMENT AGREEMENT, made as of August 18, 2000 by and between JAMES MORRIS AND ASSOC., a New York corporation with offices at 426 Larchmont Acres West, Larchmont, New York 10538 (the "Consultant") and STARUNI CORPORATION a...Consulting Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2012 • Elephant Talk Communications Corp • Telephone communications (no radiotelephone) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2012 by and among Elephant Talk Communications, Corp., a Delaware corporation, with headquarters located at 19103 Centre Rose Boulevard, Lutz, FL 33558 (the “Company”), and the investors listed on the Schedule of Purchasers attached hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Exhibit 10.1 Equity Transfer Agreement Transferor: Beijing Zhongrun Chuangtou Technology Co.,Ltd.(hereinafter referred to as Party A) Address: Legal representative: Wang Li Kun Title: Chairman Agent: Tong Zhi Ming Title: Executive Director Transferee:...Equity Transfer Agreement • January 13th, 2006 • Elephant Talk Communications Inc • Telephone communications (no radiotelephone)
UNDERWRITING AGREEMENT Between PARETEUM CORPORATION And JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters PARETEUM CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • March 15th, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
The undersigned, Pareteum Corporation, a corporation formed under the laws of the State of Delaware (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Pareteum Corporation, the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
Exhibit 10.4 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement ("Agreement") is entered into this 16th day of November, 2000 ("Effective Date") by and between Enova Holdings, Inc.("Enova"), a Nevada Corporation with principal offices located in...Stock Purchase Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec • California
Exhibit 10.3 CONSULTING AGREEMENT AGREEMENT, made as of September 6, 2000 by and between Observation Capital, a Delaware corporation with offices at 300 West Pruitt Street, Baltimore Maryland 21201 (the "Consultant") and STARUNI CORPORATION a...Consulting Agreement • July 30th, 2001 • Staruni Corp • Services-business services, nec
CREDIT AGREEMENTCredit Agreement • November 24th, 2014 • Elephant Talk Communications Corp • Telephone communications (no radiotelephone) • New York
THIS CREDIT AGREEMENT, dated as of November 17, 2014, is among ELEPHANT TALK EUROPE HOLDING B.V., a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands (the “Borrower”), ELEPHANT TALK COMMUNICATIONS CORP., a Delaware corporation (the “Parent”), any Subsidiaries of Parent party hereto that are Guarantors or become Guarantors hereunder pursuant to Section 8.10 or Section 8.17 below, the lenders from time to time party hereto (each a “Lender” and, collectively, the “Lenders”), ATALAYA ADMINISTRATIVE LLC, a New York limited liability company (“Atalaya”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and Atalaya, as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”, and together with the Administrative Agent, collectively, the “Agents” and each an “Agent”).
Exhibit 10.2 EXCLUSIVE TECHNICAL CONSULTING AND SERVICES AGREEMENT ----------------------------------------------------- This Exclusive Technical Consulting and Services Agreement (the "Agreement") is entered into as of 2 January, 2006 between the...Exclusive Technical Consulting and Services Agreement • January 13th, 2006 • Elephant Talk Communications Inc • Telephone communications (no radiotelephone)
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • July 17th, 2017 • PARETEUM Corp • Services-computer integrated systems design • New York
This Warrant Exercise Agreement (this “Agreement”), dated as of July 17, 2017, is by and between Pareteum Corporation, a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”).
AGREEMENT AND PLAN OF MERGER by and among PARETEUM CORPORATION, TBR, INC., and IPASS INC. November 12, 2018Merger Agreement • November 13th, 2018 • PARETEUM Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 12, 2018 (this “Agreement”), by and among iPass Inc., a Delaware corporation (the “Company”), Pareteum Corporation, a Delaware corporation (“Parent”), and TBR, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”).
RECITALS:Placement Agent Agreement • January 16th, 2001 • Staruni Corp • Services-business services, nec • Georgia
SECURITY AGREEMENTSecurity Agreement • March 30th, 2012 • Elephant Talk Communications Corp • Telephone communications (no radiotelephone) • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of March 30, 2012, is made by and among the Grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and JGB Collateral LLC, a Delaware limited liability company, as collateral agent for the Secured Parties (as defined herein) (the “Agent”).
STRICTLY CONFIDENTIAL Mr. Steven van der Velden Chairman and Chief Executive Officer Elephant Talk Communications Inc. World Trade Center Schiphol Boulevart 249Placement Agent Agreement • June 3rd, 2013 • Elephant Talk Communications Corp • Telephone communications (no radiotelephone) • New York
SECURITIES PURCHASE AGREEMENT Dated as of March 29, 2012 by and among Elephant Talk Communications Corp. and THE PURCHASERS LISTED ON EXHIBIT A SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2012 • Elephant Talk Communications Corp • Telephone communications (no radiotelephone) • New York
