Circles MVNE Pte. LTD. and Channel Ventures Group, LLC entered into a “stalking horse” Asset Purchase Agreement to acquire Substantially All of the Assets of Pareteum Corporation from a group of sellers for $60 million on May 15, 2022. Under the Asset Purchase Agreement, the purchasers would acquire the purchased assets for a purchase price of $60,008,167, subject to certain post-closing adjustments, and would assume the liabilities and obligations set forth in the Asset Purchase Agreement. In a related transaction, Circles provided a commitment of up to $6 million in debtor-in-possession financing. Upon approval from the Bankruptcy Court, the DIP financing, along with normal operating cash flows and the consensual use of cash collateral, will fund post-petition operations and costs under normal terms. In the event that the sellers enter into any alternative transaction, no later than 1 business day following the earlier of termination of this agreement or the closing date of such alternative transaction, the sellers shall pay to Circles a breakup fee in an amount equal to 1.9% of the purchase price, plus the Expense Reimbursement which is an amount not exceeding $1,500,000.00.

The Asset Purchase Agreement was filed with the Bankruptcy Court on May 15, 2022 and is subject to the debtors' solicitation of higher and better offers pursuant to bidding procedures and an auction process that will be conducted under the supervision of the Bankruptcy Court in accordance with Section 363 of the Bankruptcy Code. The completion of the transaction is subject to a number of conditions, which, among others, include the entry of the Bid Procedures Order and the Approval Order by the Bankruptcy Court, third party approvals, execution of intellectual property agreement, the performance by each party of its obligations under the Asset Purchase Agreement and the material accuracy of each party's representations. The parties shall consummate the deal no later than July 12, 2022.

Alec Ostrow of Becker, Glynn, Muffly, Chassin & Hosinski LLP acted as legal advisor to Channel Ventures Group, LLC. Jamila Justine Willis of DLA Piper LLP (US) acted as legal advisor to Circles MVNE Pte. LTD. Thad Wilson, Jason Peters of King & Spalding LLP acted as legal advisor to Pareteum Corporation. FTI Capital Advisors, LLC is serving as investment banker and FTI Consulting is serving as restructuring advisor to Pareteum.

Circles MVNE Pte. LTD. and Channel Ventures Group, LLC completed the acquisition of Substantially All of the Assets of Pareteum Corporation from a group of sellers on July 11, 2022. As of June 30, 2022, United States Bankruptcy Court for District of New York approved the transaction. BofA Securities acted as financial adviser to Circles in the transaction.