JOINDERPARETEUM Corp • February 13th, 2019 • Services-computer integrated systems design
This Joinder shall be governed by and construed in accordance with the laws of the State of New York without regard to its rules of conflict of law, except Section 5-1401 of the New York General Obligations Law.
PLEDGE AGREEMENTPledge Agreement • February 13th, 2019 • PARETEUM Corp • Services-computer integrated systems design • New York
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:
ADDITIONAL GRANTOR JOINDERSecurity Agreement • February 13th, 2019 • PARETEUM Corp • Services-computer integrated systems design
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
COMMON STOCK PURCHASE WARRANT PARETEUM CORPORATIONCommon Stock Purchase Warrant • February 13th, 2019 • PARETEUM Corp • Services-computer integrated systems design • Delaware
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 “Issue Date”) and on or prior to 6:30 p.m., New York City time, on the seven (7)-year anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pareteum Corporation, a Delaware corporation (the “Company”), up to ___________ shares (as adjusted from time to time as provided in Section 3) of common stock, par value $0.00001 per share, of the Company (the “Common Stock”). Each such share is referred to herein as a “Warrant Share” and all such shares, the “Warrant Shares”. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2.2.
CONSENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • February 13th, 2019 • PARETEUM Corp • Services-computer integrated systems design
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”), Fortress Credit Corp., a Delaware corporation (“Fortress”), FIP UST LP, a Delaware limited partnership (“FIP”), and DBD Credit Funding LLC, a Delaware limited liability company (“DBD”, and together with Fortress, FIP and any of their respective affiliates that are lenders under the Credit Agreement (as defined below), individually or collectively, as the context may require, “Lender”).
