Item 1.01  Entry into a Material Definitive Agreement.
On June 19, 2021, Pareteum Corporation (the "Company"):
•entered into a Second Omnibus Agreement, dated as of June 18, 2021 (the
"Omnibus Agreement"), with the holders of its previously outstanding Senior
Second Lien Secured Convertible Notes due 2025 (the "Outstanding Notes"), the
guarantors of the Outstanding Notes and the collateral agent;
•issued three new Senior Second Lien Secured Convertible Notes (the "New Notes")
due 2025 to Hoving & Partners Nominees Sarl, a private, Europe-based investor
("Hoving"), and B.M.F. de Kroes - Brinkers, a Europe-based affiliate of Hoving
and a holder of an Outstanding Note ("Brinkers");
•issued a new warrant, dated as of June 18, 2021 (the "New Warrant"), to
purchase shares of the Company's common stock ("Common Stock") to Hoving; and
•entered into an amendment to its previously issued Senior Secured Convertible
Note due 2025, dated as of June 8, 2020 (the "High Trail Note"), issued by the
Company and held by High Trail Investments SA LLC ("High Trail").
Omnibus Agreement
The Omnibus Agreement effected changes to several agreements and instruments
previously entered into or issued by the Company.
Securities Purchase Agreement
The Omnibus Agreement amended the previously disclosed Securities Purchase
Agreement, dated as of April 13, 2021 (the "Purchase Agreement"), among the
Company, the holders of the Outstanding Notes and the collateral agent, under
which the Outstanding Notes and certain warrants to purchase Common Stock were
issued. Among other changes, the Omnibus Agreement:
•increased the aggregate principal amount of Senior Second Lien Secured
Convertible Notes due 2025 issuable under the Purchase Agreement from $6,000,000
to $24,018,206 (plus the accrued in-kind interest that is subsequently added to
the principal amount outstanding from time to time);
•increased the aggregate number of shares issuable upon the exercise of warrants
to purchase Common Stock issuable under the Purchase Agreement from 5,000,000
shares to 11,265,000 shares;
•amended the Purchase Agreement by updating the schedule of buyers thereunder
and adding additional negative covenants to the Purchase Agreement restricting
the ability of the Company to take certain actions without the approval of the
Noteholder Majority (as defined below); these new covenants restrict the Company
from (i) selling any additional securities under the Purchase Agreement to any
new investors and (ii) redeeming all or any portion of any Outstanding Notes or
New Notes issued under the Purchase Agreement, except if the holders thereof
receive the premium specified therein.
Outstanding Notes and Form of New Notes
The Omnibus Agreement amended certain terms and provisions of the Outstanding
Notes and the form of any new Senior Second Lien Secured Notes due 2025 issued
to any future buyer under the Purchase Agreement so that they conform to the
form of the New Notes, as described below under " - New Notes." Accordingly,
among other changes, the Omnibus Agreement:
•changed the conversion rate from 1,666.667 shares of Common Stock per $1,000 in
principal amount of Outstanding Notes converted to 2,702.7027 shares of Common
Stock per $1,000 in principal converted;
•revised the Outstanding Notes to provide for accrued interest to be paid
in-kind by the Company by stating that the interest amounts accrued under the
Outstanding Notes will be paid on each monthly payment date by adding such
amounts to the outstanding principal amount thereof, rather than paying such
amounts in cash or shares of Common Stock;
•revised the interest rate to provide that until the first interest payment date
following the Company's first filing all required reports under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), interest will accrue at
18%; and
•added a provision providing that, upon the request of holders of New Notes,
Outstanding Notes and warrants issued under the Purchase Agreement that
represent a majority of the shares of Common Stock issuable upon conversion of
such notes and exercise of such warrants (the "Noteholder Majority"), the
maturity date of such notes will be extended to October 1, 2027 from October 1,
2025; and
•The Omnibus Agreement substituted a new form of note, based upon the existing
Outstanding Notes, as amended by the Omnibus Agreement, for issuance to future
purchasers under the Purchase Agreement.

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There is no material relationship between the Company or its affiliates, on the
one hand, and the purchasers party to the Omnibus Agreement, on the other hand,
except that the purchasers beneficially own the Outstanding Notes, certain
outstanding warrants to purchase Common Stock and other securities of the
Company. The foregoing description is qualified in its entirety by the terms of
the Omnibus Agreement, which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
New Notes
On June 19, 2021, in connection with the Company's entry into the Omnibus
Agreement, the Company and each of Hoving and Brinkers entered into a Joinder
(as defined below) to join such investors as buyers under the Purchase Agreement
and on the terms and conditions set forth therein, the Company issued and sold
under the Purchase Agreement, as amended by the Omnibus Agreement and the
Joinders, the New Notes in the principal amount of $17.33 million. The New Notes
were purchased for an aggregate purchase price of $5 million in cash and the
tender of 91.38 shares of the Company's outstanding 8% Series C Redeemable
Preferred Stock held by Hoving and Brinkers. The New Notes are otherwise
substantially similar to each of the Outstanding Notes, as amended by the
Omnibus Agreement, and are in the form of the note attached as an exhibit to the
Purchase Agreement, as amended by the Omnibus Agreement and the Joinders.
Accordingly, the New Notes are senior, secured obligations of the Company, but
rank junior to the High Trail Note. Interest on the New Notes accrues at of 8%
per annum, however, until the first interest payment date following the
Company's first filing all required reports under the Exchange Act interest will
accrue at 18%. Interest on the New Notes will accrue and be payable monthly on
the first day of each calendar month beginning with the first such day beginning
31 days after the New Notes' issuance date, by adding the amount of such accrued
interest to the principal amount thereof, rather than paying such amounts in
cash or shares of Common Stock, on such monthly payment date. If an event of
default occurs and the purchaser delivers notice thereof, then interest will
accrue at 18% per annum. The New Notes are secured by a second lien on
substantially all assets of the Company and substantially all assets of its
material U.S.-organized subsidiaries.
As with the Outstanding Notes, subject to an intercreditor agreement with High
Trail, upon notice by the Company, the Company may elect to redeem all or a
portion of the then-outstanding principal amount outstanding under the New Notes
if the holder thereof receives the premium agreed in the Purchase Agreement, as
amended by the Omnibus Agreement. As in the Outstanding Notes, the Company and
. . .


Item 2.03  Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 hereof is incorporated by reference into
this Item 2.03.


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Item 3.02  Unregistered Sales of Equity Securities.
On June 19, 2021, the Company sold $17.33 million aggregate principal amount of
the New Notes and the New Warrant to purchase 5,000,000 shares of Common Stock
to Hoving and Brinkers in a private placement pursuant to the exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(a)(2) of the Securities Act. The
Company relied on this exemption from registration based in part on
representations made by each of the purchasers in the Purchase Agreement, via
each purchaser's execution of a Joinder, that it is an "accredited investor" as
defined in Rule 501 under the Securities Act and that the New Notes and the New
Warrant are being acquired for investment purposes and not with a view to or for
sale in connection with any distribution thereof in violation of any federal or
state securities laws.
The information contained in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference.


Item 9.01.  Financial Statements and Exhibits.
(d)  Exhibits
 Exhibit Number                                           Description
      10.1                Second Omnibus Agreement, dated as of June 18, 2021, between Pareteum
                        Corporation and the purchasers party thereto
      10.2                Senior Second Lien Secured Convertible Notes due

2025, dated June 18, 2021,


                        made by Pareteum Corporation to Hoving & Partners

Nominees Sarl in the principal


                        amount of $6,250,000
      10.3                Senior Second Lien Secured Convertible Notes due

2025, dated June 18, 2021,


                        made by Pareteum Corporation to Hoving & Partners

Nominees Sarl in the principal


                        amount of $8,479,000
      10.4                Senior Second Lien Secured Convertible Note due

2025, dated June 18, 2021,


                        made by Pareteum Corporation to B.M.F. de Kroes -

Brinkers in the principal


                        amount of $2,601,206
      10.5                Warrant to Purchase Common Stock, dated as of

June 18, 2021, issued by

Pareteum Corporation to Hoving & Partners Nominees

Sarl


      10.6                Joinder Agreement, dated as of June 18, 2021,

among Pareteum Corporation,


                        Hoving & Partners Nominees Sarl and Hoving &

Partners S.A., as administrative


                        agent
      10.7                Joinder Agreement, dated as of June 18, 2021,

among Pareteum Corporation,

B.M.F. De Kroes-Brinkers and Hoving & Partners

S.A., as administrative agent


      10.8                Amendment No. 4 to Senior Secured Convertible

Note due 2025, dated as of June


                        18, 2021, between High Trail Investments SA LLC and Pareteum Corporation

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