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): 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 Number)	(IRS. Employer Identification No.)

1185 Avenue of the Americas, 2nd Floor

New York, NY 10036

(Address of principal executive offices) (Zip Code)

(646) 975-0400

(Registrant’s telephone number, including area code)

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Introductory Note

As previously disclosed, on May 15, 2022, Pareteum Corporation (the “Company”) and certain of its direct and indirect subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Bankruptcy Code, as amended (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of New York in New York, New York (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption In re Pareteum Corporation., et al., Case No. 22-10615 (the “Chapter 11 Filing”). Through the Chapter 11 Filing, the Debtors sought to implement a sale of substantially all of their assets pursuant to Section 363 of the Bankruptcy Code.

Item 2.01 Completion of Disposition of Assets.

As previously reported, on May 19, 2022, the Debtors entered into a “stalking horse” Asset Purchase Agreement (the “Asset Purchase Agreement”) with Circles MVNE Pte. LTD. (“Circles”) and Channel Ventures Group, LLC (together with Circles, the “Purchasers”) pursuant to which the Purchasers agreed to purchase substantially all of the assets of the Company (such assets, the “Purchased Assets” and such transaction, the “Asset Sale”) for a purchase price of approximately $60 million (comprised substantially of the assumption of debt and certain limited cash consideration), subject to certain post-closing adjustments, and assume the Assumed Liabilities (as defined in the Asset Purchase Agreement).

In connection with the sale process, the Asset Purchase Agreement was subject to the Debtors’ solicitation of higher and better offers pursuant to bidding procedures and an auction process conducted under the supervision of the Bankruptcy Court. On May 31, 2022, the Bankruptcy Court entered an order approving the bidding procedures and auction process (the “Bidding Procedures”) in accordance with Section 363 of the Bankruptcy Code. However, the Debtors received no competing qualifying offers during the marketing and sale process. In accordance with the Bidding Procedures, on June 14, 2022, the auction was cancelled, and the Purchasers were designated as the successful bidders.

On June 20, 2022, the official committee of unsecured creditors in the Debtors’ Chapter 11 cases (the “Committee”) filed a limited objection and reservation of rights (the “Limited Objection”) relating to the Asset Sale. On June 30, 2022, the Debtors, Purchasers and the Committee entered into a Global Settlement and Release Agreement (the “Settlement Agreement”) to resolve the concerns set forth in the Limited Objection. Pursuant to the Settlement Agreement, the Debtors, the Purchasers and Committee agreed to, among other things, (i) settlement payments to be made by each of the Purchasers (ii) a wind down amount contribution to the liquidating trust, and (iii) the sale and assignment of certain claims to the Purchasers (the “Settlement”). On July 8, 2022, the Bankruptcy Court entered an order approving the Settlement pursuant to the terms of the Settlement Agreement.

On June 30, 2022, the Bankruptcy Court entered an order (the “Sale Order”) authorizing the Asset Sale pursuant to the terms of the Asset Purchase Agreement. On July 11, 2022, the Asset Sale closed, thereby completing the disposition of substantially all of the Company’s assets. The Company anticipates that there will be no proceeds from the Asset Sale available for distribution to the Company’s common stockholders.

In connection with the consummation of the Asset Sale, on July 11, 2022, the Debtors and Purchasers entered into an Amendment to the Asset Purchase Agreement (the “First Amendment”), which amended certain provisions of the Asset Purchase Agreement to, among other things, (i) clarify which claims and causes of action held by the Debtors would be included in the Purchased Assets, and (ii) permit the Debtors and their representatives reasonable access to certain records related to the Purchased Assets and Assumed Liabilities for the purpose of responding to discovery requests by any counterparty to pending litigation against or government investigations related to the Debtors.

On July 11, 2022, proceeds from the Asset Sale were used to repay the Company’s obligations under the 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, as lender and administrative agent (the “DIP Credit Agreement”). Following such repayment, the DIP Credit Agreement was terminated.

On July 25, 2022, the Debtors and Purchasers entered into a Second Amendment to the Asset Purchase Agreement (the “Second Amendment” and, together with the First Amendment, the “APA Amendments”), which amended certain provisions of the Asset Purchase Agreement to, among other things, allow the Purchasers to assign certain executory contracts and unexpired leases specified in the Asset Purchase Agreement to the Debtors for a period of fourteen (14) calendar days following the Closing Date (as defined in the Asset Purchase Agreement).

The above description of the APA Amendments is not complete and is qualified in its entirety by reference to the APA Amendments, which are filed as Exhibits 2.1 and 2.2 hereto, respectively, and incorporated by reference herein. The above description of the APA Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Sale Order which is available on the docket of the Chapter 11 Cases, which can be accessed via PACER at https://www.pacer.gov. Additional information about the Chapter 11 Cases, including the APA Amendments, the Sale Order and other motions, orders and other court filings relating to the Chapter 11 are available for free on the website maintained by the Debtors’ claims agent, Kurtzman Carson Consultants LLC, at https://kccllc.net/Pareteum.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

As a result of the sale closing, on July 11, 2022, Bart Weijermars resigned from his position as Interim Chief Executive Officer of the Company and from all other positions he holds with the Company, effective upon the closing of the Asset Sale. The resignation of Mr. Weijermars was not the result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or practices.

As a result of the sale closing, on July 11, 2022, Laura W. Thomas resigned from her position as Interim Chief Financial Officer of the Company and from all other positions she holds with the Company and each of its subsidiaries, effective upon the closing of the Asset Sale. The resignation of Ms. Thomas was not the result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or practices.

As a result of the sale closing, on July 11, 2022, Mary Beth Vitale, Robert L. Lippert, Luis Jimenez-Tuñon and Robert H. Turner resigned from their positions as independent directors of the Board, in each case, effective immediately. The resignations of Ms. Vitale, Mr. Lippert, Mr. Jimenez-Tuñon and Mr. Turner were not the result of a disagreement with the Company or on any matter relating to the Company’s operations, policies or practices.

On July 5, 2022, the Board appointed Anthony Saccullo to serve as a director of the Company and as the Company’s Wind Down Officer, effective as of July 12, 2022. Since May 2010, Mr. Saccullo, 45, has served as founder and managing member of A.M. Saccullo Legal, LLC, a Delaware-based law firm rendering services in commercial bankruptcy, corporate and commercial litigation, and corporation transactions and formation. Mr. Saccullo is also the founding member of Saccullo Business Consulting, a business consulting firm that offers non-legal bankruptcy services to companies and commercial bankruptcy estates, a position he has held since May 2010. Mr. Saccullo has also previously served as liquidating trustee in the wind numerous other retail cases and Saccullo Business Consulting has served, and currently serves, in a number of other retail bankruptcy cases of similar size and complexity to the Chapter 11 Cases.

In connection with the appointment of Mr. Saccullo as Wind Down Officer, the Company entered into an engagement letter with Mr. Saccullo, effective as of July 12, 2022 (the “Engagement Letter”), to provide for, among other things, (i) a monthly fee of $20,000 and (ii) hourly compensation for certain employees of Saccullo Business Consulting providing wind-down services to the Company. The Engagement Letter also provides for customary indemnification provisions. On July 21, 2022, the Bankruptcy Court entered an order authorizing Mr. Saccullo’s appointment as Wind Down Officer.

The foregoing summary of the Engagement Letter for Mr. Saccullo is qualified in its entirety by the full text of the Engagement Letter. A copy of the Engagement Letter is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Except as described above, there are no arrangements or understandings between Mr. Saccullo and any other person pursuant to which Mr. Saccullo was appointed as Wind Down Officer and there are no transactions between the Company and Mr. Saccullo that would require disclosure under Item 404(a) of Regulation S-K. No family relationship exists between Mr. Saccullo and any director or other executive officer of the Company.

Item 8.01. Other Events.

In connection with the disposition of substantially all of its assets pursuant to the Asset Sale, the Company no longer intends to make filings with the Securities and Exchange Commission.

Press Release

On July 12, 2022, the Company issued a press release announcing the closing of the Asset Sale, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Cautionary Note Regarding Forward Looking Statements

Certain statements contained in this Current Report on Form 8-K constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this report are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “should,” “will,” “would” and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. However, our actual results may differ materially from those contained in, or implied by, these forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: risks and uncertainties associated with the integration of the assets and operations we have acquired and may acquire in the future; our possible inability to raise additional capital that will be necessary to expand our operations; the substantial doubt about our ability to continue as a going concern expressed in the most recent report on our audited financial statements; our potential lack of revenue growth; the length of our sales cycle; pending investigations by the federal government and other lawsuits; the outbreak and impact of the novel coronavirus (COVID-19) and Russia’s invasion of Ukraine on the global economy and our business; our potential inability to add new products and services that will be necessary to generate increased sales; our potential inability to develop and successfully market platforms or services or our inability to obtain adequate funding to implement or develop our business; our ability to successfully remediate the material weakness in our internal control over financial reporting within the time periods and in the manner currently anticipated; the effectiveness of our internal control over financial reporting, including the identification of additional control deficiencies; risks related to restrictions and covenants in our convertible debt facility that may adversely affect our business; risks related to our current noncompliance with certain terms under our senior secured convertible indebtedness; our potential loss of key personnel and our ability to find qualified personnel; international, national regional and local economic political changes, political risks, and risks related to global tariffs and import/export regulations; fluctuations in foreign currency exchange rates; our potential inability to use and protect our intellectual property; risks related to our continued investment in research and development, product defects or software errors, or cybersecurity threats; general economic and market conditions; regulatory risks and the potential consequences of non-compliance with applicable laws and regulations; increases in operating expenses associated with the growth of our operations; risks related to our capital stock, including the potentially dilutive effect of issuing additional shares and the fact that shares eligible for future sale may adversely affect the market for our common stock; the possibility of telecommunications rate changes and technological changes; disruptions in our networks and infrastructure; the potential for increased competition and risks related to competing with major competitors who are larger than we are; our positioning in the marketplace as a smaller provider; risks resulting from the restatement of certain of our financial statements; and the other risks discussed in our Form 10-K for the year ended December 31, 2020. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	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
2.2	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
10.1	Engagement Letter, dated as of July 5, 2022, by and among the Company and Anthony Saccullo
99.1	Press Release, dated July 12, 2022, issued by the Company
104	Cover page Interactive data file (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PARETEUM CORPORATION
Dated: August 1, 2022	By:	/s/ Anthony Saccullo
		Name: Anthony Saccullo
		Title: Wind Down Officer

EX-2.1

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”), iPass, Inc., a Delaware corporation (“iPass”), iPass IP LLC, a Delaware corporation (“iPass IP”), Pareteum Europe B.V., a Netherlands private limited company (“Pareteum Europe” and, together with Parent, Pareteum NA, Devicescape, iPass, and iPass IP, collectively, the “Borrower Sellers”), Artilium Group Ltd., an England, UK, private limited company (“Artilium Group”), Pareteum N.V., a Belgian private limited company (“NV”), and Pareteum Asia Pte. Ltd., a Singapore private limited company (“Pareteum Asia” and, together with the Artilium Group, NV and the Borrower Sellers, each a “Seller” and, collectively, the “Sellers”), Circles MVNE Pte. Ltd., a Singapore private limited company (“Circles”) and Channel Ventures Group, LLC, a Delaware limited liability company (“CVG” and, together with Circles, each a “Purchaser” and together the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement (defined below).

RECITALS

WHEREAS, Sellers and Purchasers entered into that certain Asset Purchase Agreement, dated as of May 15, 2022 (the “Purchase Agreement”), whereby Sellers agreed to sell, transfer, convey, assign and deliver to Purchasers (where applicable, in accordance with Section 363 and 365 and the other applicable provisions of the Bankruptcy Code), all of the Purchased Assets, together with the Assumed Liabilities upon the terms and subject to the conditions set forth in the Purchase Agreement, and Purchasers agreed to take delivery of such Purchased Assets and Assumed Liabilities upon such terms and subject to such conditions; and

WHEREAS, the Parties desire to amend the Purchase Agreement as provided in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

AGREEMENT

1. Amendments to the Purchase Agreement.

1.1 Section 1.1 of the Purchase Agreement shall be amended to include:

“Circles Transferred Employees” means each of the Transferred Employees who accept offers of employment with Circles or whose employment otherwise transfers by operation of Law to Circles such that they become either full-time employees, part-time employees or independent contractors of Circles, or its Affiliate, on or following the Closing.

“CVG Transferred Employees” means each of the Transferred Employees who accept offers of employment with CVG or whose employment otherwise transfers by operation of Law to CVG such that they become either full-time employees, part-time employees or independent contractors of CVG, or its Affiliate, on or following the Closing.

“Independent Directors” means Mary Beth Vitale, Robert Lippert and Luis Jimenez- Tuñon.

“Management” means Bart Weijermars, Laura Thomas, Alexander Korff and Matias Felix.

“Purchased Books and Records” means all books, records, and other documents and information, including electronically stored information, that are Circles Purchased Assets pursuant to Section 2.1(a) or CVG Purchased Assets pursuant to Section 2.1(b).

“Retained Books and Records” means all books, records, and other documents and information, including electronically stored information, that are not Purchased Books and Records.

1.2 Section 2.1(a)(xvi) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“all claims and causes of action of or held by any Debtor against (i) each corporate affiliate of the Debtors, (ii) the Independent Directors, (iii) Management, (iv) the Circles Transferred Employees, or (v) current vendors or third-party providers of the Debtors related to the MVNE Business, including such claims and causes of action arising under Chapter 5 of the Bankruptcy Code, including but not limited to Sections 510, 541, 544, 545, 547, 548, 549, 550, 553 or 558, or similar state laws, including any derivative claims asserted or assertable against any of the foregoing in In re Pareteum Corporation Stockholder Derivative Litigation, No. 1:20-cv-06264 (S.D.N.Y.) and William Miller, derivatively on behalf of Pareteum Corp. v. Victor Bozzo, et al., No. 651381/2020 (N.Y. Sup. Ct, NY Cty.) (as consolidated).”

1.3 Section 2.1(b)(xvii) of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“all claims and causes of action of any Debtor against (i) each corporate affiliate of the Debtors, (ii) the CVG Transferred Employees (other than Management), and (iii) vendors and third-party providers of the Debtors arising under Chapter 5 of the Bankruptcy Code, including but not limited to Sections 510, 541, 544, 545, 547, 548, 549, 550, 553 or 558, or similar state laws related to the CVG Purchased Assets.”

1.4 Section 8.5 of the Purchase Agreement is hereby deleted in its entirety and replaced with the following:

“(a) From and after the Closing Date, upon request of at least two (2) Business Days, by any Seller, the Purchasers shall permit the Sellers and their representatives to have reasonable access during the normal business hours of such Purchaser, and in a manner so as not to interfere unreasonably with the normal business operations of the Purchasers, to all premises, properties, personnel, books and records, contracts, and documents of or related to the Purchased Assets or the Assumed Liabilities for the purposes of (1) preparing any Tax Returns, (2) complying with the requirements of, or responding to inquiries by, any Governmental Authority, or (3) responding to discovery requests by any counterparty to litigation against the Debtors that is currently pending (“Litigation Counterparty”); provided, however, that, for the avoidance of doubt, the foregoing shall not require the Purchasers to take any such action if (x) such action may result in a waiver or breach of any attorney/client privilege or conflict with any confidentiality obligations to which the Purchasers are bound, or (y) such action could reasonably be expected to result in violation of applicable Law or court order. The Purchasers agree to maintain the files or records which are contemplated by the first sentence of this Section 8.5 for six (6) years following

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the Closing Date; provided, however, that a trustee of any litigation trust that may be established under a plan of liquidation may request that specific books and records be preserved for a longer amount of time to the extent necessary to fully prosecute any claims and causes of action transferred to such litigation trust, with the expense for such preservation being fully borne by such trust, although if the trustee seeks the extension above, the Purchasers may at their sole discretion transfer such books and records to the trust to the extent allowed by applicable law at the trust’s sole expense.

(b) Sellers shall preserve all Purchased Books and Records in their original form until the later of the Closing Date and the date such Purchased Books and Records are conveyed to the Purchasers. The Purchasers and any other transferee of Purchased Books and Records shall preserve originals or true copies of all Purchased Books and Records for a period of six (6) years following the Closing Date; provided, however, in the event any Purchaser intends to destroy, abandon, or otherwise render unavailable the Purchased Books and Records upon the conclusion of the six (6) year period, such Purchaser shall give all known litigation or investigation parties (which shall include, for the avoidance of doubt, the United States Department of Justice and the plaintiffs in the litigation captioned In re Pareteum Securities Litigation, Case No. 1:19-cv-09767 (AKH) (GWG) (S.D.N.Y.) (the “Securities Litigation”) and their counsel) ninety (90) days’ written notice prior to the destruction, abandonment or unavailability of any Purchased Books and Records; provided however, to the extent that during the foregoing six (6) year period, the Securities Litigation, any other known litigation, and/or the subject ongoing investigation of the United States Department of Justice concludes, the plaintiff for the Securities Litigation, any Litigation Counter Party, and/or the United States Department of Justice, as applicable, shall promptly notify the Debtors and the Purchasers that such litigation and/or investigation, as the case may be, has concluded and thus the provisions of this Paragraph 45(h)(ii) and 8.5(b) of the Purchase Agreement no longer need to be observed as to said party and its subject litigation or investigation.

(c) The Debtors shall use commercially reasonable efforts to (1) create and maintain an index of the Purchased Books and Records and Retained Books and Records and (2) prepare and maintain a list of known passwords or access IDs related to the Purchased Books and Records and Retained Books and Records.”

1.5 Schedule 1.1(a) of the Purchase Agreement is hereby amended to remove the following CVG Purchased Equity Interests:

iPass Deutschland GmbH.

2. No Other Modifications. Except as amended herein, all other terms, conditions and provisions of the Purchase Agreement not explicitly modified or amended in this Amendment shall remain unchanged and shall continue in full force and effect.

3. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without application of principles of conflict of laws). In connection with any controversy arising out of or related to this Amendment, each Seller and each Purchaser hereby irrevocably consents to the exclusive jurisdiction of the Bankruptcy Court, or if, and only if, the Bankruptcy Court declines or may not accept jurisdiction over a particular matter, the United States District Court for the Southern District of New York, or if, and only if, the United States District Court for the Southern District of New York declines or may not accept jurisdiction over a particular matter, the courts of the State of New York. Each of the Sellers and Purchasers irrevocably consents to service of process out of the

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aforementioned courts and waives any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or in connection with this Amendment brought in the aforementioned courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4. Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be an original, but all of which together shall constitute one agreement. Facsimile and/or PDF signatures shall be deemed original signatures.

5. Entire Agreement. This Amendment, together with all documents referenced herein (including any documents incorporated by reference into and made part of this Amendment or the documents referenced herein), merges all previous negotiations and agreements between the parties hereto, either verbal or written, and constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter of this Amendment.

[signature page follows]

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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized representative as of the day and year first above written.

SELLERS:
PARETEUM CORPORATION, a Delaware corporation
By:	/s/ Laura W. Thomas
Name:	Laura W. Thomas
Title:	Authorized Signatory
PARETEUM NORTH AMERICA CORP., a
Delaware corporation
By:	/s/ Laura W. Thomas
Name:	Laura W. Thomas
Title:	Authorized Signatory
DEVICESCAPE HOLDINGS, INC., a Delaware corporation
By:	/s/ Laura W. Thomas
Name:	Laura W. Thomas
Title:	Authorized Signatory
IPASS, INC., a Delaware corporation
By:	/s/ Laura W. Thomas
Name:	Laura W. Thomas
Title:	Authorized Signatory
IPASS IP LLC, a Delaware corporation
By:	/s/ Laura W. Thomas
Name:	Laura W. Thomas
Title:	Authorized Signatory

[Signature page to Amendment to Asset Purchase Agreement]

PARETEUM EUROPE B.V., a Netherlands private limited company
By:	/s/ Alexander Korff
Name: Alexander Korff
Title: Authorized Signatory

ARTILIUM GROUP LTD., a United Kingdom private limited company
By:	/s/ Alexander Korff
Name: Alexander Korff
Title: Authorized Signatory

PARETEUM ASIA PTE. LTD., a Singapore private limited company
By:	/s/ Alexander Korff
Name: Alexander Korff
Title: Authorized Signatory

PARETEUM N.V., a Belgian private limited company
By:	/s/ Alexander Korff
Name: Alexander Korff
Title: Authorized Signatory

[Signature page to Amendment to Asset Purchase Agreement]

PURCHASERS:
CHANNEL VENTURES GROUP, LLC, a Delaware limited liability company
By:	/s/ Markwin H. Maring
Name: Markwin H. Maring
Title: CEO
CIRCLES MVNE PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name: Mak Chee Kiong
Title: Authorised Signatory

[Signature page to Amendment to Asset Purchase Agreement]

PURCHASERS: CHANNEL VENTURES GROUP, LLC, a Delaware limited liability company
By:	/s/ Markwin H. Maring
Name: Markwin H. Maring
Title: CEO
CIRCLES MVNE PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name: Mak Chee Kiong
Title: Authorised Signatory

[Signature page to Amendment to Asset Purchase Agreement]

EX-2.2

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 corporation (“Devicescape”), iPass, Inc., a Delaware corporation (“iPass”), iPass IP LLC, a Delaware corporation (“iPass IP”), Pareteum Europe B.V., a Netherlands private limited company (“Pareteum Europe” and, together with Parent, Pareteum NA, Devicescape, iPass, and iPass IP, collectively, the “Borrower Sellers”), Artilium Group Ltd., an England, UK, private limited company (“Artilium Group”), Pareteum N.V., a Belgian private limited company (“NV”), and Pareteum Asia Pte. Ltd., a Singapore private limited company (“Pareteum Asia” and, together with the Artilium Group, NV and the Borrower Sellers, each a “Seller” and, collectively, the “Sellers”), Circles MVNE Pte. Ltd., a Singapore private limited company (“Circles”) and Channel Ventures Group, LLC, a Delaware limited liability company (“CVG” and, together with Circles, each a “Purchaser” and together the “Purchasers”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Purchase Agreement (defined below).

RECITALS

WHEREAS, Sellers and Purchasers entered into that certain Asset Purchase Agreement, dated as of May 15, 2022 (the “Purchase Agreement”), whereby Sellers agreed to sell, transfer, convey, assign and deliver to Purchasers (where applicable, in accordance with Section 363 and 365 and the other applicable provisions of the Bankruptcy Code), all of the Purchased Assets, together with the Assumed Liabilities upon the terms and subject to the conditions set forth in the Purchase Agreement, and Purchasers agreed to take delivery of such Purchased Assets and Assumed Liabilities upon such terms and subject to such conditions;

WHEREAS, Sellers and Purchasers entered into the Amendment to Asset Purchase Agreement, dated as of July 11, 2022 (the “First Amendment”);

WHEREAS, pursuant to the Purchase Agreement, on July 11, 2022, Circles provided a Notice of Designation of Rights to Sellers, whereby it designated two Affiliates, Circles MVNE International B.V. and Circles MVNE IP Pte. Ltd., for the assumption of certain of the Circles Purchased Assets; and

WHEREAS, the Parties desire to further amend the Purchase Agreement as provided in this Amendment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the Parties contained herein, the Parties agree as follows:

AGREEMENT

1. Amendments to the Purchase Agreement.

1.1    Section 2.3(e) of the Purchase Agreement shall be amended as follows:

(i)    On or before three (3) calendar days prior to the Closing Date, the Purchasers may provide Sellers with a list of Contracts (the “Interim Contracts”) for which a Purchaser, at Purchaser’s sole cost and expense, desires to be maintained by Sellers for fourteen (14) calendar days after the Closing Date with the applicable Purchaser to receive the benefits of such Interim Contracts and be responsible for the obligations under such Interim Contracts from the Closing Date unless and until the Purchasers designate such Interim Contracts as Assumed Contracts or Rejected Contracts, at which time Sellers, at Purchaser’s sole cost and expense, shall use their reasonable best efforts to effectuate such determination.

(ii)    To the extent Circles has not designated one or more of the Contracts listed in this Section 2.3(e)(ii) as an Assumed Contract or a Rejected Contract by the end of the fourteen (14) day period set forth in Section 2.3(e)(i), the period will automatically extend for an additional fourteen (14) calendar days, during which time Circles will continue to receive the benefits of such Contracts and be responsible for the obligations under such Contracts unless and until Circles designates such Contracts as Assumed Contracts or Rejected Contracts, at which time Sellers, at Circles’ sole cost and expense, shall use their reasonable best efforts to effectuate such determination:

Vodafone Procurement Agreement entered into by and between Vodafone Enabler España, S.L. and Pareteum Europe BV, dated 26 March 2020 (“VPA”);

Asset Transfer Agreement entered into by and between Vodafone España, S.A.U. and Pareteum Europe BV, dated 28 August 2020 (“ATA”);

Software License entered into by and between Vodafone España, S.A.U. and Pareteum Europe BV, dated 28 August 2020 (“SL”); and

VPA Attachment Agreement entered into by and between Vodafone Enabler España, S.L. and Pareteum Europe BV, dated 12 January 2021 (“VAA”).

(iii)    To the extent CVG has not designated one or more of the Contracts listed in this Section 2.3(e)(iii) as an Assumed Contract or a Rejected Contract by the end of the fourteen (14) day period set forth in Section 2.3(e)(i), the period will automatically extend for an additional fourteen (14) calendar days, during which time CVG will continue to receive the benefits of such Contracts and be responsible for the obligations under such Contracts unless and until CVG designates such Contracts as Assumed Contracts or Rejected Contracts, at which time Sellers, at CVG’s sole cost and expense, shall use their reasonable best efforts to effectuate such determination:

Amazon Web Services, Inc.

AT&T Corp. Master Resale Agreement

Telx Entity – Master Terms and Conditions

2

2.    No Other Modifications. Except as amended herein, all other terms, conditions and provisions of the Purchase Agreement not explicitly modified or amended in this Amendment shall remain unchanged and shall continue in full force and effect.

3.    Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York (without application of principles of conflict of laws). In connection with any controversy arising out of or related to this Amendment, each Seller and each Purchaser hereby irrevocably consents to the exclusive jurisdiction of the Bankruptcy Court, or if, and only if, the Bankruptcy Court declines or may not accept jurisdiction over a particular matter, the United States District Court for the Southern District of New York, or if, and only if, the United States District Court for the Southern District of New York declines or may not accept jurisdiction over a particular matter, the courts of the State of New York. Each of the Sellers and Purchasers irrevocably consents to service of process out of the aforementioned courts and waives any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or in connection with this Amendment brought in the aforementioned courts. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS SUBSIDIARIES AND AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

4.    Counterparts. This Amendment may be executed in two or more counterparts, each of which when so executed shall be an original, but all of which together shall constitute one agreement. Facsimile and/or PDF signatures shall be deemed original signatures.

5.    Entire Agreement. This Amendment, together with all documents referenced herein (including any documents incorporated by reference into and made part of this Amendment or the documents referenced herein), merges all previous negotiations and agreements between the parties hereto, either verbal or written, and constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter of this Amendment.

signature page follows

3

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its duly authorized representative as of the day and year first above written.

SELLERS:
PARETEUM CORPORATION, a Delaware corporation
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
PARETEUM NORTH AMERICA CORP., a Delaware corporation
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
DEVICESCAPE HOLDINGS, INC., a Delaware corporation
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
IPASS, INC., a Delaware corporation
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
IPASS IP LLC, a Delaware corporation
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer

[Signature page to Second Amendment to Asset Purchase Agreement]

PARETEUM EUROPE B.V., a Netherlands private limited company
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
ARTILIUM GROUP LTD., a United Kingdom private limited company
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
PARETEUM ASIA PTE. LTD., a Singapore private limited company
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer
PARETEUM N.V., a Belgian private limited company
By:	/s/ Anthony M. Saccullo
Name:	Anthony M. Saccullo
Title:	Wind-Down Officer

[Signature page to Second Amendment to Asset Purchase Agreement]

PURCHASERS:
CHANNEL VENTURES GROUP, LLC, a Delaware limited liability company
By:	/s/ Markwin H. Maring
Name:	Markwin H. Maring
Title:	CEO
CIRCLES MVNE PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory
CIRCLES MVNE INTERNATIONAL B.V., a Netherlands private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory
CIRCLES MVNE IP PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory

Signature page to Second Amendment to Asset Purchase Agreement

PURCHASERS:
CHANNEL VENTURES GROUP, LLC, a Delaware limited liability company
By:	/s/ Markwin H. Maring
Name:	Markwin H. Maring
Title:	CEO
CIRCLES MVNE PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory
CIRCLES MVNE INTERNATIONAL B.V., a Netherlands private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory
CIRCLES MVNE IP PTE. LTD., a Singapore private limited company
By:	/s/ Mak Chee Kiong
Name:	Mak Chee Kiong
Title:	Authorised Signatory

Signature page to Second Amendment to Asset Purchase Agreement

EX-10.1

Exhibit 10.1

Anthony M. Saccullo

ams@saccullocosulting.com

(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

frankoswald@teamtogut.com

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 and its affiliated debtors and debtors in possession (collectively, the “Debtors”) have decided to retain Saccullo Business Consulting, LLC (“SBC”) and me to assist the Debtors as wind-down officer and personnel for the Debtors. I, Anthony M. Saccullo, will serve as the wind-down officer for the Debtors (the “Wind-Down Officer”). ¹ Additional SBC personnel (the “Additional Personnel”) will support and assist me as the Wind-Down Officer in the execution of the duties set forth herein.

Effective Date of Engagement.

The Debtors are currently chapter 11 debtors in a bankruptcy proceeding pending before the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), Case No. 22-10615 (collectively, the “Cases”). The effective date (the “Effective Date”) of this letter agreement (the “Agreement”), and this engagement, shall be the date of the full and complete execution of this Agreement.

Wind-Down Services.

As the Wind-Down Officer, I will be responsible for managing all of the Debtors’ affairs from and after the closing date (the “Closing Date”) of the sale of substantially all of the Debtors’ assets (the “Sale) pursuant to the terms and conditions of the Bankruptcy Court approved Asset Purchase Agreement (the “APA”). I will have any and all powers and authority of an officer of the corporation necessary to wind down the business and affairs of the Debtors, including the authority to retain and direct estate professionals and utilize such administrative assistance as I deem reasonably necessary.

¹  It is also contemplated that the Debtors will seek my appointment as a member of the Debtors’ Board of Directors. If duly appointed, I will serve as a Director of the relevant Debtor.

27 CRIMSON KING DRIVE, BEAR, DELAWARE 19701, TEL: (302) 832-5595, FAX: (302) 836-8787

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The Debtors have agreed to maintain director and officer liability insurance in an amount, and in a form, acceptable to me and the Debtors.

Scope of Services.

In connection with this engagement, as the Wind-Down Officer, I will perform or cause to be performed by the Additional Personnel such services as are reasonably necessary to effectuate the wind down of the Debtors’ business affairs and bankruptcy estates (collectively, the “Wind-Down Services”), including, without limitation:

a) taking actions as I reasonably deem appropriate to minimize administrative expenses of the Debtors’ estates;

b) overseeing the disposition of the chapter 11 cases through the filing of a liquidating plan or as otherwise advisable;

c) overseeing the professionals retained by the Debtors;

d) authorizing and causing the payment of the Debtors’ bills from funds of the Debtors’ estates only;

e) establishing and administering any accounts required to be established pursuant to a liquidating plan or the APA;

f) causing the Debtors to comply with all other post-closing obligations of the Debtors under the APA;

g) acting on behalf of the Debtors with respect to any transitional services agreement between the Debtors and the Purchaser under the APA;

h) supervising the Debtors’ professionals and advisors in connection with the preparation and filing of tax returns for the Debtors and Form 5500s for the Debtors’ employee benefit plans;

i) overseeing the preparation and filing of any necessary state regulatory filings, monthly operating reports and other reporting required by the Bankruptcy Court or the U.S. Trustee;

j) cooperating on transition issues;

k) reviewing, revising, and executing on behalf of the Debtors the Debtors’ liquidating plan and disclosure statement;

1) appearing before the Bankruptcy Court as representative of the Debtors on an as-needed basis;

m) overseeing and causing the disposition of the Debtors’ records in compliance with applicable law; and

n) all other administrative matters incident to the wind down of the Debtors’ business affairs and bankruptcy estates as the Wind-Down Officer reasonably deems necessary.

All of the Wind-Down Services shall be accomplished at the sole expense of the Debtors. The terms of SBC’s engagement hereunder will obligate the Wind-Down Officer and any Additional Personnel to devote only such time as SBC and the Wind-Down Officer reasonably deem necessary to perform the Wind-Down Services.

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No Legal Services.

Preliminarily, as you may be aware, I am, and other consultants at SBC are, currently attorneys licensed to practice in the State of Delaware and in other jurisdictions. Neither I, SBC, nor any other SBC consultants, will provide any legal services or legal advice to the Debtors or the Wind-Down Officer. It is expressly understood that by executing this Agreement, the Debtors acknowledge that I, SBC, and its consultants will not provide any legal advice or legal services throughout the course of this relationship, and that the Wind-Down Officer may retain legal counsel in the Cases to be compensated by the Debtors.

Fees and Hourly Rates.

It is in the best interests of our clients that they be fully informed of our billing practices. For Wind-Down Services rendered in connection with this engagement, the Debtors shall pay SBC: (i) a monthly fee of $20,000 for the Wind-Down Officer’s services (the “Monthly Fee”) for any month in which services are rendered (without pro ration), and (ii) hourly compensation for the Additional Personnel’s services based on SBC’s hourly rates. The services rendered by the Additional Personnel pursuant to this Agreement will be billed on an hourly basis. The hourly rates for SBC consultants range from $150 to $450 per hour. SBC utilizes consultants who are compensated as independent contractors of SBC based, in substantial part, on fees received by SBC. Substantially all of their services in this practice area are rendered through the SBC; and they are featured on SBC’s marketing materials. It is expressly understood that the Monthly Fee will be earned in addition to the hourly rates of the Additional Personnel. None of the fees paid to SBC shall be required to be paid to compensate counsel for the Wind-Down Officer. Any counsel for the Wind-Down Officer shall be compensated by the Debtors separate and apart from the compensation paid to SBC.

The performance of services pursuant to this Agreement may involve costs and expense, some of which must be paid to third parties. These expenses include, but are not limited to travel costs, telecopier (facsimile) costs, messenger services, long distance telephone charges. In addition to the Monthly Fee and hourly compensation, SBC will bill the Debtors for reasonable and documented out-of-pocket expenses of the Wind-Down Officer and any Additional Personnel incurred that are related to the performance of the Wind-Down Services, including, but not limited to, costs of travel, reproduction, legal counsel, any applicable state sales or excise taxes, and other direct expenses.

Term.

The engagement will commence on the Effective Date and will continue until the effective date of the Debtors’ plan of liquidation (the “Plan Effective Date”). Upon the Plan Effective Date, it has been represented to me that the liquidating trustee or plan administrator under the Debtors’ plan and applicable trust documents will be vested with full authority over the Debtors’ assets

4 | Page

remaining after the distributions to creditors made on the Plan Effective Date, and the role and authority of the Wind-Down Officer shall be terminated; provided however, nothing shall prevent the Wind-Down Officer from acting as liquidating trustee or plan administrator under the liquidating plan. This Letter shall not constitute an agreement that I or SBC shall provide any services to the liquidating trustee or plan administrator, and a separate agreement shall be negotiated and executed, if appropriate.

Termination of this Agreement shall not affect (i) the Debtors’ obligation to pay for Wind-Down Services previously rendered by SBC, or expenses reasonably incurred by SBC prior to such date of termination for which SBC is entitled to reimbursement; or (ii) SBC’s continuing confidentiality obligations to the Debtors under this Agreement.

Motion to Approve Agreement.

SBC and I understand that the Debtors will seek in the Cases an order approving this Agreement and the appointment of the Wind-Down Officer and SBC pursuant to the terms of this Agreement. This Agreement is subject to the approval of the Bankruptcy Court, which the Debtors shall seek on a nunc pro tunc basis to the Effective Date.

Conflicts.

SBC and I are not currently aware of any relationship that would create a conflict of interest with the Debtors or those parties-in-interest of which the Debtors have made SBC aware. SBC will not represent, and SBC has not represented, the interests of other entities or people which had or have or may have adverse relationships with the Debtors, including creditors of the Debtors, in connection with this engagement.

Confidentiality.

SBC and I agree that any confidential information received as Wind-Down Officer or Additional Personnel shall be used only for the purposes of providing or receiving Wind-Down Services under this Agreement. Except as provided below, SBC and I will not disclose the Debtor’s confidential information to any third party. Confidential information shall not include information that: (i) is or becomes generally available to the public other than as a result of a breach of an obligation under this section; (ii) is acquired from a third party who, to the recipient party’s knowledge, owes no obligation of confidence in respect of the information; or (iii) is or has been independently developed by the recipient. Notwithstanding anything to the contrary herein, SBC and I will be entitled to disclose confidential information received as Wind-Down Officer or Additional Personnel to the extent that it is required by a valid legal or regulatory proceeding.

Indemnification.

The Debtors and their estates hereby agree to defend, protect, indemnify and hold harmless SBC, me, and its Personnel (each of the foregoing being an “Indemnitee” and all of the foregoing being collectively the “Indemnitees”) from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all fees and disbursements of counsel, legal assistants and paralegals which may be incurred in the investigation or defense of any matter and, in the event of litigation, at all trial and appellate levels) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations, under common law on an equitable cause, or on contract or otherwise by reasons of an Indemnitee’s services to the Debtors (irrespective of whether an

5 | Page

Indemnitee’s services have been rendered in connection with this engagement or otherwise), except for any such claims, damages, liabilities and expenses that are found by a final judgment of a court of competent jurisdiction to have resulted primarily and directly from such Indemnitee’s willful misconduct or gross negligence. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law. No Indemnitees shall have any liability to the Debtors for any action taken, or for refraining from the taking of any action, or for errors in judgment, except for any such claims, damages, liabilities, and expenses that are found by a final judgment of a court of competent jurisdiction to have resulted primarily and directly from any Indemnitee’s willful misconduct or gross negligence.

This indemnification applies, without limitation, to any act, omission, event, or circumstance existing or occurring on or prior to the termination of the relationship between SBC, the Debtors, and me. The indemnification provisions set forth above shall be in addition to any liability the Debtors may otherwise have to SBC or me. Without prejudice to the survival of any other obligation of the Debtors to the Indemnities, the obligations of the Debtors contained herein shall survive the termination of the relationship between SBC, me, and the Debtors.

Limitation of Liability.

The Indemnitees shall not be subject to personal liability for any expenses incurred or accrued by any party in connection with the performance of the duties of the Wind-Down Officer or Additional Personnel, except in the case of gross negligence or willful misconduct.

Entire Agreement.

This Agreement sets forth the entire agreement between the SBC, the Debtors, and me with respect to its subject matter and may not be changed orally but only by agreement in writing signed by the parties hereto.

Severability.

In the event any provision of this Agreement is found to be legally unenforceable, such unenforceability shall not prevent the enforcement of any other provision.

Amendments and Modifications.

This Agreement may not be amended or modified except in writing executed by each of the signatories hereto.

Governing Law.

This Agreement shall be governed and construed in accordance with the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

Jurisdiction.

The Debtors, SBC, and I agree that the Bankruptcy Court shall have exclusive jurisdiction over any and all matters arising under or in connection with this Agreement.

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Counterparts.

This Agreement may executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Each of the undersigned parties represents that he/she is duly authorized to execute this Agreement on behalf of the respective party.

No Employee or Agency Relationship.

It is expressly understood that this Agreement in no way contemplates the formation of an employer/employee relationship by and between SBC (and its consultants), the Debtors, and me. The relationship between SBC (and its consultants), the Debtors, and me will be that of an independent contractor.

No Assumption of Liabilities.

Notwithstanding any provision herein to the contrary, SBC and I do not assume, and shall not be deemed to have assumed, any liabilities, debts or obligations of the Debtors or their estates of any kind or description.

Amendments.

This Agreement may only be amended or modified by a written agreement duly executed by each party hereto.

If this letter correctly sets forth your understanding of the scope of the services to be rendered by SBC and me, and if the terms of the engagement are satisfactory, please execute the enclosed copy of this letter and return it to us. If the scope of the service described is incorrect or if the terms of the engagement set forth in this letter are not satisfactory to you, please let us know in writing in order that we can discuss either aspect.

Sincerely,

/s/ Anthony M. Saccullo

Anthony M. Saccullo

PARETEUM CORPORATION, et al
By:	/s/ Alexander Korff
Title:	Alexander Korff, Corporate Secretary

EX-99.1

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 (PRNewswire) — Pareteum Corporation (OTC: TEUM) and certain affiliates (collectively, “Pareteum” or the “Debtors”), a global cloud Communications Platform company, announced the successful completion of the sale of the business, which was approved by the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) on June 30, 2022.

Now following the consummation of the transaction, Pareteum’s Mobile Virtual Network Enabler (“MVNE”) business and associated contracts will operate under Circles MVNE Pte. Ltd. (“Circles Global”) and Pareteum’s Mobile Virtual Network Operator (“MVNO”), IDM, iPass, and Small and Medium Business Enterprise (“SMB”) businesses and associated contracts will operate under Channel Ventures Group, LLC (“CVG”).

Bart Weijermars, Pareteum’s former interim Chief Executive Officer, commented, “We are pleased with this outcome and the opportunity this provides for the business, our employees and customers to move forward with new owners. Though the Pareteum business has now been sold, the mission to connect every person and everything will still guide the businesses as they continue delivering top-tier products and services to a global customer base. Positioning the business for sustained future success under new ownership was our stated goal at the beginning of our restructuring process and we could not have achieved this result without the hard work and support of our employees, as well as the dedicated partnership of Circles Global and CVG and our customers and suppliers throughout this process.”

Abhishek Gupta, Circles Global’s Co-founder, commented, “Pareteum was founded on similar principles to Circles Global: ‘Bringing power back to customers globally.’ Pareteum has been able to engineer an impressive suite of telecommunications software products, as well as build strong relationships with telecommunications players globally. This acquisition reinforces Circles Global’s position as a leading global telecommunications SaaS provider, enabling us to serve a broader set of customers across Europe, Africa and Latin America. As part of this acquisition, we will work together to bridge the transition and work on a unified path forward. Circles Global will work hard with Pareteum’s communications service provider partners to deliver on their objectives to move fast and compete effectively.”

Markwin Maring, Channel Holding’s Chairman of the Board of Directors, the parent company of CVG, commented, “We recognized the tremendous quality of the people and the potential of the software platforms of Pareteum. This strategic sales transaction is the best opportunity for the customers, the team and the businesses. We are decisive and confident in supporting the experienced and highly skilled team to continue the businesses and make them successful to their full potential. Channel Holding would like to thank the clients, vendors and everyone on the Pareteum team who worked hard to deliver top-tier products and services throughout this process.”

Effective sale closing on July 11, 2022 at 11:59 p.m. Eastern Daylight Time, Pareteum leadership Bart Weijermars and Laura Thomas and Pareteum independent directors Mary Beth Vitale, Luis Jimenez-Tuñon and Robert L. Lippert have resigned from their respective officer and director positions. These leaders have been instrumental in guiding Pareteum through a robust marketing and sale process, which has been successfully completed through the consummation of Pareteum’s asset sale to Circles and CVG. Upon the sale closing, Mary Beth Vitale, Pareteum’s former Chair of the Board, commented, “The former independent directors and I are grateful for the incredible efforts of Pareteum’s management, employees and advisors that have culminated in the sale closing to two buyers who are committed to continuing to grow and expand the business.” Additionally, Anthony Saccullo has been elected an independent director and appointed Wind Down Officer of the Debtors to wind down the Debtors’ bankruptcy estates following the asset sale.

About Pareteum Corporation

Pareteum was a cloud software communications platform company with a mission—to Connect Every Person and Every(Thing)^TM. As a global provider of Communications Platform-as-a-Service (CPaaS) solutions with operations in North America, Latin America, Europe, Middle East and Africa, and Asia-Pacific regions, Pareteum empowered enterprises, communications service providers, early-stage innovators, developers, Internet-of-Things (IoT), and telecommunications infrastructure providers with the freedom and control to create, deliver and scale innovative communications experiences. The Pareteum platform connected people and devices around the world using the secure, ubiquitous, and highly scalable solution to deliver data, voice, video, SMS/text messaging, media, and content enablement. For more information, please visit www.pareteum.com and follow the company on LinkedIn.

For more information about the Company’s Chapter 11 cases, including claims information, please visit www.kccllc.net/pareteum or contact KCC, the Company’s noticing and claims agent, at 888-201-2205 (for toll-free U.S. and Canada calls) or 310-751-1839 (for tolled international calls).

About Circles Global

Headquartered in Singapore with operations across the globe, Circles Global is the world’s leading SaaS Operating System for telcos. Circles is leading the digitalization of the telco industry with an internet like SaaS platform.

Circles’ proprietary platform Circles-X is the world’s first cloud native, full stack end-to end telco operating system. Global telcos in markets such as Japan and Indonesia have leveraged Circles-X to provide a best-in-class experience and launch an ecosystem of digital services to their customers beyond telco. Helping customers launch new digital telcos, grow revenue streams, acquire customers, and increase profitability. Circles-X started originally by powering Circles’ own consumer operations (under Circles.Life brand) across Singapore, Australia and Taiwan, where the company directly operates digital telcos and is the region’s fastest growing telco

Circles is backed by blue-chip global investors such as Sequoia Capital, Warburg Pincus and EDBI.

About Channel Ventures Group

CVG (www.channelventuresgroup.com) is a subsidiary of Channel Holding B.V., a Dutch investment group. Channel Holding regroups the worldwide MVNO and IoT business known as Pareteum and the Wifi (iPass) business in SYNTEGRA, which is headquartered in the Netherlands and has USA offices in Dallas and Miami. Syntegra is offering an integrated communications platform for MVNO, Wifi and IoT services. Besides USA, Syntegra aims to expands its services to South America, Europe, Middle-East and Africa.

Besides Syntegra, Channel Holding is building a portfolio of communications services companies which starts with the acquisition of Interactive Digital Media GmbH, a specialized text messaging service company located in Germany, United Telecom an independent telecom operator in Belgium and Livecom, a Dutch based contact center services company.

Forward Looking Statements

Certain statements contained herein constitute “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. With the exception of historical matters, the matters discussed in this release are forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. Forward-looking statements are generally identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “should,” “will,” “would” and other similar expressions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements. However, our actual results may differ materially from those contained in, or implied by, these forward-

looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: risks and uncertainties associated with the integration of the assets and operations we have acquired and may acquire in the future; our possible inability to raise additional capital that will be necessary to expand our operations; the substantial doubt about our ability to continue as a going concern expressed in the most recent report on our audited financial statements; our failure to have filed required periodic reports in a timely manner; our potential lack of revenue growth; the length of our sales cycle; pending investigations by the SEC and other lawsuits; the outbreak and impact of the novel coronavirus (COVID-19) on the global economy and our business, including the impact on global supply chains; risks arising from market disruptions resulting from Russia’s invasion of Ukraine and the sanctions imposed on Russia as a result; our potential inability to add new products and services that will be necessary to generate increased sales; our potential inability to develop and successfully market platforms or services or our inability to obtain adequate funding to implement or develop our business; our ability to successfully remediate the material weakness in our internal control over financial reporting within the time periods and in the manner currently anticipated; the effectiveness of our internal control over financial reporting, including the identification of additional control deficiencies; risks related to restrictions and covenants in our convertible debt facility that may adversely affect our business; risks related to our current noncompliance with certain terms under our senior secured convertible indebtedness; our potential loss of key personnel and our ability to find qualified personnel; international, national regional and local economic political changes, political risks, and risks related to global tariffs and import/export regulations; fluctuations in foreign currency exchange rates; our potential inability to use and protect our intellectual property; risks related to our continued investment in research and development, product defects or software errors, or cybersecurity threats; general economic and market conditions; regulatory risks and the potential consequences of non-compliance with applicable laws and regulations; increases in operating expenses associated with the growth of our operations; risks related to our capital stock, including the potentially dilutive effect of issuing additional shares and the fact that shares eligible for future sale may adversely affect the market for our common stock; the possibility of telecommunications rate changes and technological changes; disruptions in our networks and infrastructure; the potential for increased competition and risks related to competing with major competitors who are larger than we are; our positioning in the marketplace as a smaller provider; risks resulting from the restatement of certain of our financial statements; and the other risks discussed in our Form 10-K for the year ended December 31, 2020. Except to the extent required by applicable laws or rules, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Pareteum Inquiries:

PareteumCommunications@fticonsulting.com

Circles Global Inquiries:

raj.shastri@circles.asia

CVG Inquiries:

clemens@hscomms.nl

XML

Document and Entity Information	Jul. 11, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 11, 2022
Entity Registrant Name	Pareteum Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35360
Entity Tax Identification Number	95-4557538
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	2nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	646
Local Phone Number	975-0400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001084384