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7/22/21 Pareteum Corp. 10-Q 3/31/20 69:7M Workiva Inc Wde… FA01/FA
1: 10-Q Quarterly Report -- HTML: 739K| 10-Q | 1st Page of 148± | Pareteum Corp. - 10-Q | No Page-Breaks | | Line 525: ... 2015 through November 2016. On June 29, 2017 , the parties entered into a settlement agreement for the full ... August 31, 2019 . As of March 31, 2020 , the amount outstanding on the settlement agreement is $ i 0.1 million. SEC
Investigation. In August 2019 and February 2020, the SEC issued subpoenas requiring the Company to produce certain ... staff in the SEC investigation and discussions with the SEC staff regarding a potential resolution of the investigation
with respect to the Company are ongoing. Sabby Volatility Warrant Master Fund, Ltd. v. Pareteum Corp., et al., No. ... of the Securities Act by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff Sabby”), against the Company , Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert, Yves Van Sante, and Luis Jimenez Tunon (collectively, the “Defendants”), filed on November 11, 2019 . Plaintiff Sabby alleges that the Defendants caused the
Company to issue false or misleading statements in a Registration Statement filed with the SEC. Plaintiff Sabby claims ... et al.; ICDR Case No. 01-19-0003-1680 and Artilium Africa, LLC and Tristar Africa Telecom, LLC v. Pareteum Corporation ... | | Line 530: The latter matter is a civil case filed on October 10, 2019 in the Delaware District Court. The Delaware Plaintiffs ... The Plaintiffs are seeking $ i 0.2 million in damages. On December 17, 2020 , the Delaware District Court stayed
the action and compelled the Delaware Plaintiffs to pursue their claims against Pareteum in the ICDR arbitration. In re ... and/or acquirers of Company securities between December 14, 2017 and October 21, 2019 . The defendants are the
Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy, Dawson James Securities Inc., and Squar Milner LLP (“Defendants”). ... costs and attorney’s fees incurred in the case. Miller ex rel. Pareteum Corporation v. Victor Bozzo, et al. was
filed on February 28, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder ... officers and directors of Pareteum, including Victor Bozzo, Laura Thomas , Yves van Sante, Luis Jimenez-Tunon, Robert Lippert, Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff Miller alleges that the Individual ... in violation of certain federal securities regulations. Plaintiff Miller alleges that as a result of their misconduct,
the Individual Defendants are liable for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, ... Miller all costs and expenses incurred in pursuing the claims. 19 Table of Contents The following actions were
initiated after March 31, 2020 : In re Pareteum Corporation Stockholder Derivative Litigation (the “Delaware ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas , Victor Bozzo,
Luis Jimenez-Tunon, Robert Lippert, Rob Mumby and Yves Van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged ... laws; (3) ordering that the Individual Defendants disgorge any performance-based compensation that was received
during, or as a result of, the Individual Defendants’ breaches of fiduciary duty; (4) directing the Individual ... to the United States District Court for the Southern District of New York. Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York,
New York County. It is a stockholder derivative suit brought by Plaintiff Wei Zhang (“Plaintiff Zhang”), derivatively on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tunon, Robert Lippert, Laura Thomas , and Yves van Sante (the “Individual Defendants”). Plaintiff Zhang alleges that the ... Individual Defendants are liable for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust
enrichment, abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff Zhang seeks a judgment ... San Mateo. It was filed on May 29, 2020 on behalf of all former stockholders of iPass Inc. who received shares of the
Company ’s common stock pursuant to a February 12, 2019 Offer to Exchange. The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Yves van Sante, Robert Lippert and Luis Jimenez-Tunon. The complaint alleges that the defendants caused the Company to issue materially ... Corporation v. Luis Jimenez-Tunon, et al. was filed on July 10, 2020 in the Supreme Court for the State of New York,
New York County. It is a stockholder derivative suit brought by Plaintiff Michael Shaw (“Plaintiff Shaw”), derivatively ... of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Luis Jimenez-Tunon, Robert Lippert, Yves Van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff Shaw ... Defendants are liable for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment,
abuse of control, gross mismanagement, and waste of corporate assets. Plaintiff Shaw seeks a judgment awarding Pareteum ... all costs and expenses incurred in pursuing this claim. Gregory Lackey, derivatively on behalf of Pareteum Corp. v. Robert “Hal” Turner, et al., No. 1:21-mc-00070, is a shareholder derivative suit that was filed on January 25, 2021 in the United States ... Lackey”) is a purported stockholder suing on behalf of Pareteum and alleging that certain officers and directors
of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Luis Jimenez-Tunon, Robert Lippert, Rob Mumby, Laura Thomas and Yves Van Sante (the “Individual Defendants”) caused Pareteum to issue false or ... certain measures to reform and improve Pareteum’s corporate governance and internal procedures; (3) awarding 20 Table
of Contents Pareteum restitution from the Individual Defendants and disgorgement of all profits obtained by the ... Lackey all costs and expenses incurred in the action. Reuben Harmon, derivatively on behalf of Pareteum Corp. v. Robert H. Turner, et al. is a stockholder derivative lawsuit that was filed in the Supreme Court for the State of New York, New York ... the Nominal Defendant, against certain current and former officers and directors of the Company , including Robert
H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tunon, Robert Lippert, Laura Thomas and Yves Van Sante (the “Individual Defendants”). Plaintiff Harmon alleges that the Individual ... interest sustained as a result of the Individual Defendants’ alleged misconduct, directing the Individual Defendants to
take certain measures to reform and improve Pareteum’s corporate governance and internal procedures, awarding Pareteum ... of, the Company ’s subsidiary, iPass. DTAG has initiated a lawsuit in Germany in the amount of approximately $ i 0.8 ... |
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Exhibit 31.1 CERTIFICATION Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Robert H. Turner , certify that: 1.I have reviewed this quarterly report on Form 10-Q of Pareteum Corporation.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect ... and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting ... | | Line 124: ... registrant ’s most recent fiscal quarter ( the registrant ’s fourth fiscal quarter in the case of a quarterly report) ... internal control over financial reporting, to the registrant ’s auditors and the audit committee of the registrant ’s
board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material ... employees who have a significant role in the registrant ’s internal control over financial reporting. Date: July
22, 2021 /s/ Robert H. Turner Robert H. Turner Executive Chairman Principal Executive Officer
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4: EX-32.1 Certification -- §906 - SOA’02 -- HTML: 22K| EX-32.1 | 1st Page of 1 | Pareteum Corp. - 10-Q | No Page-Breaks | | Line 120: Exhibit 32.1 CERTIFICATION Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) Pursuant to ... officer’s knowledge and belief, that to my knowledge: (1)The Quarterly Report on Form 10-Q for the quarter ended June
30, 2019 , (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the ... in all materials respects, the financial condition and results of operations of the Company . Date: July 22, 2021 /s/
Robert H. Turner Robert H. Turner Executive Chairman Principal Executive Officer The foregoing certification is being furnished solely pursuant to ... 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
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Commitments and Contingencies Commitments The Company has entered into certain off–balance sheet commitments that ... of the Securities Act by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff Sabby”), against the Company , Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert, Yves Van Sante, and Luis Jimenez Tunon (collectively, the “Defendants”), filed on November 11, 2019 . ... acquirers of Company securities between December 14, 2017 and October 21, 2019 . The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy, Dawson James Securities Inc., and Squar Milner LLP (“Defendants”). ... certain officers and directors of Pareteum, including Victor Bozzo, Laura Thomas, Yves van Sante, Luis Jimenez-Tunon, Robert Lippert, Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff Miller alleges that the Individual ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas, Victor Bozzo, Luis Jimenez-Tunon, Robert Lippert, Rob Mumby and Yves Van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged ... to the United States District Court for the Southern District of New York. Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York, New York County. It is a ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tunon, Robert Lippert, Laura Thomas, and Yves van Sante (the “Individual Defendants”). Plaintiff Zhang alleges that the Individual ... of the Company ’s common stock pursuant to a February 12, 2019 Offer to Exchange. The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Yves van Sante, Robert Lippert and Luis Jimenez-Tunon. The complaint alleges that the defendants caused the Company to issue materially ... of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Luis Jimenez-Tunon, Robert Lippert, Yves Van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff Shaw ... all costs and expenses incurred in pursuing this claim. Gregory Lackey, derivatively on behalf of Pareteum Corp. v. Robert “Hal” Turner, et al., No. 1:21-mc-00070, is a shareholder derivative suit that was filed on January 25, 2021 in the United States ... stockholder suing on behalf of Pareteum and alleging that certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Luis Jimenez-Tunon, Robert Lippert, Rob Mumby, Laura Thomas and Yves Van Sante (the “Individual Defendants”) caused Pareteum to issue false or ... Lackey all costs and expenses incurred in the action. Reuben Harmon, derivatively on behalf of Pareteum Corp. v. Robert H. Turner, et al. is a stockholder derivative lawsuit that was filed in the Supreme Court for the State of New York, New York ... the Nominal Defendant, against certain current and former officers and directors of the Company , including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tunon, Robert Lippert, Laura Thomas and Yves Van Sante (the “Individual Defendants”). Plaintiff Harmon alleges that the Individual ... To date, the Company is not able to estimate the possible payment, if any, due to the early state of this matter.
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6/17/21 Pareteum Corp. 10-K 12/31/20 113:14M Workiva Inc Wde… FA01/FA
1: 10-K Annual Report -- HTML: 1.8M| 10-K | 1st Page of 360± | Pareteum Corp. - 10-K | No Page-Breaks | | Line 525: ... defendant in various legal actions and asserted claims arising in the normal course of business. We anticipate that we ... a description of material pending legal proceedings to which the Company is a party. SEC Investigation. In August
2019 and February 2020, the SEC issued the Company subpoenas requiring the production of documents related to, among ... and discussions with the SEC staff regarding a potential resolution of the investigation with respect to the
Company are ongoing. In re Pareteum Securities Litigation is the consolidation of various putative class actions that ... acquirers of Company securities between December 14, 2017 and October 21, 2019 . The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy,
Dawson James Securities Inc., and Squar Milner LLP (“Defendants”). The Lead Plaintiff alleges that Defendants caused ... class action pending in the Superior Court of California, County of San Mateo. It was filed on May 29, 2020 on behalf
of all former shareholders of iPass Inc. who received shares of the Company ’s common stock pursuant to a February 12, 2019 exchange tender offer. The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Yves van Sante, Robert Lippert and Luis Jimenez-Tuñon (the “Loskot Defendants”). The Complaint alleges that the Loskot Defendants caused ... materially false or misleading statements in SEC filings submitted in connection with the tender offer in violation of
Sections 11 and 15 of the Securities Act. Miller ex rel. Pareteum Corporation v. Victor Bozzo, et al. was filed on ... officers and directors of Pareteum, including Victor Bozzo, Laura Thomas , Yves van Sante, Luis Jimenez-Tuñon , Robert Lippert , Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants
caused the company to issue false or misleading statements in Securities Exchange Commission filings and other public ... from the Individual Defendants, and awarding Plaintiff all costs and expenses incurred in pursuing the claims. 25 Table
of Contents Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York, New York County. It is a ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tuñon , Robert Lippert , Laura Thomas , and Yves van Sante (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants caused the
company to issue false or misleading statements in Securities Exchange Commission filings and other public ... awarding Plaintiff all costs and expenses incurred in pursuing the claim. Shaw ex. rel. Pareteum Corporation v. Luis
Jimenez-Tuñon , et al. was filed on July 10, 2020 in the Supreme Court for the State of New York, New York County. It ... Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Luis Jimenez-Tuñon , Robert Lippert , Yves van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff alleges that the Individual Defendants caused the company to issue false
or misleading statements in Securities Exchange Commission filings and other public pronouncements in violation of ... Derivative Litigation (the “Delaware Derivative Action”) is a consolidated action that was originally filed in the
U.S. District Court for the District of Delaware and joins several related derivative actions. On April 3, 2020 , the ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas , Victor Bozzo, Luis Jimenez-Tuñon , Robert Lippert , Rob Mumby and Yves van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged that the Individual Defendants caused Pareteum to issue false or misleading statements in Securities
Exchange Commission filings and other public pronouncements in violation of certain federal securities regulations. ... Defendants to take certain measures to reform and improve Pareteum’s corporate governance and internal procedures;
(5) granting appropriate equitable or injunctive relief to remedy the Individual Defendants’ breaches of fiduciary ... Section 11 of the Securities Act by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff Sabby”), against the
Company , Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert , Yves van Sante, and Luis Jimenez Tuñon (collectively, the “Defendants”). It was filed on November 11, 2019 ... allegedly owed to Plaintiff Sabby under the SPA. Plaintiff Sabby seeks monetary damages and/or rescission of the SPA,
and indemnification by Pareteum for any losses resulting from its alleged breach of the SPA, including costs and ... is 26 Table of Contents an arbitration filed with the International Center for Dispute Resolution (“ICDR”) on October
1, 2019 alleging that Artilium Group Limited, a subsidiary of Pareteum Corporation formerly known as Artilium PLC ... with Artilium in order to enter into the same type of agreement with Artilium. The Plaintiffs are seeking $150,000
in damages. On December 17, 2020 , the Delaware District Court stayed the action and compelled the Delaware Plaintiffs ... their claims against Pareteum in the ICDR arbitration. Reuben Harmon, derivatively on behalf of Pareteum Corp. v. Robert H. Turner, et al. is a stockholder derivative lawsuit that was filed in the Supreme Court for the State of New York, New York ... the Nominal Defendant, against certain current and former officers and directors of the Company , including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis
Jimenez-Tuñon , Robert Lippert , Laura Thomas and Yves van Sante (the “Individual Defendants”). Plaintiff Harmon alleges that the ... the Individual Defendants’ alleged misconduct, directing the Individual Defendants to take certain measures to reform
and improve Pareteum’s corporate governance and internal procedures, awarding Pareteum restitution from the Individual ... all costs and expenses incurred in pursuing the claim. Gregory Lackey, derivatively on behalf of Pareteum Corp. v. Robert “Hal” Turner, et al., No. 1:21-mc-00070, is a shareholder derivative suit that was filed on January 25, 2021 in the United States ... shareholder suing on behalf of Pareteum and alleging that certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Luis Jimenez-Tuñon , Robert
Lippert , Rob Mumby , Laura Thomas and Yves van Sante (the “Individual Defendants”) caused Pareteum to issue false or ... from the Individual Defendants and disgorgement of all profits obtained by the Individual Defendants; and (4) ... | | Line 1,243: ... 7. i Related Party Transactions As of December 31, 2020 and 2019 , Pareteum BV has an outstanding loan payable to ... Prior to the acquisition by Pareteum, Gerard Dorenbos was a shareholder of Artilium PLC, holding approximately i 15%
of the total shares of Artilium PLC, and a board member of Artilium PLC. The loan has a maturity date of December 31, 2021 . The total amount outstanding as of December 31, 2020 and 2019 was $ i 337 and $ i 420,
respectively, which carries an i 8% interest rate and is reflected as a related party loan in the accompanying consolidated balance sheets. All principal and interest are due on the maturity date. During 2019, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, the former Executive Chairman of the Board. InTown Legal Services has a $ i 10
per month minimum retainer with the Company and was paid $ i 278 in 2019. The agreement between the Company and InTown Legal Services is an at will agreement. 81 Table ... | | Line 1,430: ... 29, 2017 , the parties entered into a settlement agreement for the full $ i 0.8 million with agreed-upon monthly ... through August 31, 2019 . As of December 31, 2020 , the amount outstanding on the settlement agreement is $ i 0.1
million. SEC Investigation. In August 2019 and February 2020, the SEC issued the Company subpoenas requiring the ... staff in the SEC investigation and discussions with the SEC staff regarding a potential resolution of the investigation
are ongoing. In re Pareteum Securities Litigation is the consolidation of various putative class actions that were ... acquirers of Company securities between December 14, 2017 and October 21, 2019 . The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy, Dawson James
Securities Inc., and Squar Milner LLP (“Defendants”). The Lead Plaintiff alleges that Defendants caused the Company to ... pending in the Superior Court of California, County of San Mateo. It was filed on May 29, 2020 on behalf of all former
shareholders of iPass Inc. who received shares of the Company ’s common stock pursuant to a February 12, 2019 exchange tender offer. The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Yves van Sante, Robert Lippert and Luis Jimenez-Tuñon (the "Loskot Defendants"). The Complaint alleges that the Loskot Defendants caused ... false or misleading statements in SEC filings submitted in connection with the tender offer in violation of Sections 11
and 15 of the Securities Act. 93 Table of Contents Pareteum Corporation and Subsidiaries NOTES TO THE CONSOLIDATED ... was filed on February 28, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder
derivative suit brought by Plaintiff William Miller (“Plaintiff Miller”), derivatively on behalf of Pareteum, the ... officers and directors of Pareteum, including Victor Bozzo, Laura Thomas , Yves van Sante, Luis Jimenez-Tuñon , Robert Lippert , Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff Miller alleges that the Individual ... violation of certain federal securities regulations. Plaintiff Miller alleges that as a result of their misconduct, the
Individual Defendants are liable for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust ... Plaintiff Miller all costs and expenses incurred in pursuing the claims. Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York, New York County. It is a stockholder derivative suit brought by Plaintiff Wei Zhang (“Plaintiff
Zhang”), derivatively on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tuñon , Robert Lippert , Laura Thomas , and Yves van Sante (the “Individual Defendants”). Plaintiff Zhang alleges that the ... Zhang alleges that as a result of their misconduct, the Individual Defendants are liable for violations of Section
14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste ... the Supreme Court for the State of New York, New York County. It is a stockholder derivative suit brought by Plaintiff
Michael Shaw (“Plaintiff Shaw”), derivatively on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Luis Jimenez-Tuñon , Robert Lippert , Yves van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff Shaw ... Plaintiff Shaw alleges that as a result of their misconduct, the Individual Defendants are liable for violations
of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, abuse of control, gross ... District Court”) and joins several related derivative actions (the “Related Suits”). On April 3, 2020 , the Delaware
District Court consolidated related suits brought by stockholders Edward Hayes, Juanita Silvera, and Brad Linton ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas , Victor Bozzo, Luis Jimenez-Tuñon , Robert Lippert , Rob Mumby and Yves van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged ... of certain federal securities regulations. Plaintiffs allege that as a result of the Individual Defendants’ misconduct,
they are liable for violations of Section 14(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and ... appropriate equitable or injunctive relief to remedy the Individual Defendants’ breaches of fiduciary 94 Table
of Contents Pareteum Corporation and Subsidiaries NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Amounts in thousands ... Court for the Southern District of New York. Sabby Volatility Warrant Master Fund, Ltd. v. Pareteum Corp., et al.,
No. 19-cv-10460 (S.D.N.Y.) (the “Section 11 Action”), is an action brought under Section 11 of the Securities Act by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff Sabby”), against the Company , Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert , Yves van Sante, and Luis Jimenez Tuñon (collectively, the “Defendants”). It was filed on November 11, 2019 ... SEC. Plaintiff Sabby claims that as a result of the alleged misconduct, Defendants are liable for violations of Section
11 of the Securities Act, breaches of a Securities Purchase Agreement (the “SPA”) entered into between Plaintiff Sabby ... is an arbitration filed with the International Center for Dispute Resolution (“ICDR”) on October 1, 2019 alleging that
Artilium Group Limited, a subsidiary of Pareteum Corporation formerly known as Artilium PLC (“Artilium”), breached an ... throughout Africa. The Claimants in the ICDR arbitration are seeking $ i 30 million. The latter matter is a civil
case filed on October 10, 2019 in the Delaware District Court. The Delaware Plaintiffs allege that Pareteum ... are seeking $ i 150,000 in damages. On December 17, 2020 , the Delaware District Court stayed the action and
compelled the Delaware Plaintiffs to pursue their claims against Pareteum in the ICDR arbitration. Reuben Harmon, derivatively on behalf of Pareteum Corp. v. Robert H. Turner, et al. is a stockholder derivative lawsuit that was filed in the Supreme Court for the State of New York, New York ... the Nominal Defendant, against certain current and former officers and directors of the Company , including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tuñon , Robert
Lippert , Laura Thomas and Yves van Sante (the “Individual Defendants”). Plaintiff Harmon alleges that the Individual ... measures to reform and improve Pareteum’s corporate governance and internal procedures, awarding Pareteum restitution
from the Individual Defendants, and awarding Plaintiff Harmon all costs and expenses incurred in pursuing the claim. Gregory Lackey, derivatively on behalf of Pareteum Corp. v. Robert “Hal” Turner, et al., No. 1:21-mc-70, is a shareholder derivative suit that was filed on January 25, 2021 in the United States ... shareholder suing on behalf of Pareteum and alleging that certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Luis Jimenez-Tuñon , Robert Lippert , Rob Mumby , Laura
Thomas and Yves van Sante (the “Individual Defendants”) caused Pareteum to issue false or misleading statements in SEC ... by the Individual Defendants; and (4) awarding Plaintiff Lackey all costs and expenses incurred in the action. 95 Table ... | | Line 1,522: ... we may determine to take additional measures to address these deficiencies or determine to modify certain of the remediation measures described above. Item 9B. Other Information None. 102 Table of Contents PART III Item
10. Directors, Executive Officers and Corporate Governance Directors & Executive Officers Set forth below are the ... their offices in the Company and an overview of their professional experience and expertise. Name Age Position(s)
Held Director Since Mary Beth Vitale (1)(2)(3)(4) 67 Non-Executive Interim Chair of the Board of Directors 2019 Luis Jimenez-Tuñon (1)(2)(3)(4) 41 Director 2017 Robert
L. Lippert(1)(2)(3)(4) 58 Director 2018 Bart Weijermars 53 Interim Chief Executive Officer N/A Laura Thomas 65 Interim
Chief Financial Officer N/A Robert (Hal) Turner 72 Director 2015 __________________________ (1)Currently a member of the Audit and Finance Committee. (2)Currently a ... of the Nominating and Corporate Governance Committee. (3)Currently a member of the Compensation Committee. (4)Currently
a member of the Strategy and Business Committee. Mary Beth Vitale was appointed to the Board on November 1, 2019 . Ms. ... provider, and chairs its Risk and Technology Committee. She is currently a faculty member for the National Association ... | | Line 1,531: ... 2016, where he oversaw that company’s business and the launch of Spain’s second brand Lowi.es which was awarded best ... roaming services, international carriers and wholesale fixed broadband business lines, growing business to hundreds
of millions of euros in yearly revenue. On the entrepreneurial front, Mr. Jimenez-Tuñon founded Red Queen Ventures ( ... believes that Mr. Jimenez-Tuñon’s extensive experience in general management, strategy, capital operations, business
development, sales and service delivery within cutting-edge technology domains makes him well qualified to serve as a ... has won numerous awards and recognitions, and has participated as speaker in many business events and round tables. Robert Lippert was appointed a director on November
16, 2018 . Dr. Lippert is a financial economist who has held corporate, consulting and academic positions in the areas ... University of Pennsylvania Wharton School of Business. Among others, clients have included: AbbVie, Alcatel, Bank of ... | | Line 1,537: Company ’s acquisition of Artilium plc (“Artilium”) in October 2018 until May 2018. Prior to that time he served as ... November 1, 2019 . Ms. Thomas has served as a member of the corporate development and investor relations team with the
Company since December 2018 and served as a member of the Company ’s Board of Directors from July 2017 through ... Board since 2019. From December 2014 through December 2015, she served as the Chief Executive Officer of TNCI Operating
Company, which acquired Impact in January 2016. From 2000 through 2014 she served in a variety of roles at XO Holdings, ... her Bachelor’s degree from Radford University and an MBA from The George Washington University School of Business. Robert H. Turner was appointed Executive
Chairman of the Board of Directors on November 16, 2015 and Chief Executive Officer on May 24, 2019 and served in those positions until November 22, 2019 . Mr. Turner has worked at a broad spectrum of international, start-up, and corporate firms, including (selected highlights): ... Panterra Networks; PTT Telecom Netherlands, US Inc. (now KPN); and BellSouth Communications, Inc. (now AT&T). Mr. Turner has also been an advisory board member of The Capital Angels, affiliated with SC Angel Network. Mr. Turner earned a Bachelor of Science degree and a Master of Business Administration from the University of South Carolina. On November 22, 2019 , the ... | | Line 1,552: ... have gained experience in core management skills, such as strategic and financial planning, public company financial ... We are also dedicated to maintaining and enhancing the knowledge and skills of our directors. The following matrix
summarizes our director nominees’ individual experiences, skills and characteristics. This summary is not an exhaustive ... individuals selected for nomination. Gender Public Company Reporting Experience M&A Experience Technology Business
& Industry Experience Legal Expertise Strategic Experience Cybersecurity Expertise Mary Beth Vitale F √ √ √ √ √ Luis Jimenez-Tuñon M √ √ √ √ Robert
L. Lippert M √ √ √ Robert H. Turner M √ √ √ Independence Standards for Directors There are no arrangements between our directors and any other person pursuant to which our directors
were nominated or elected for their positions. Three of our current directors, Luis Jimenez-Tuñon , Robert L. Lippert and Mary Beth Vitale are “independent” under Nasdaq rules. All of the individuals nominated for election ... under the standards established by the SEC for members of audit committees. The Board of Directors has determined
that Robert L. Lippert and Mary Beth Vitale is each an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of ... Our Board of Directors also determined that Mr. Jimenez-Tuñon, Mr. Lippert and Ms. Vitale have sufficient knowledge
in reading and understanding financial statements to serve on the Audit Committee. Board Leadership Structure and ... depending on what it believes is in our best interest. At this time, our Board has determined that separation of these ... | | Line 1,602: ... an additional USD $130,000 per year for serving in that role. Compensation was paid per quarter in arrears, whereby the ... following table represents compensation earned or paid in 2020 to our non-executive directors. Name (1) Fees Earned or
Paid in Cash Stock Awards Option Awards Non-Equity Incentive Plan Compensation Non-Qualified Deferred Compensation Earnings All Other Compensation Total Mary Beth Vitale (2) $ 270,000 — $ 191,628 — — — $ 461,628 Hal
Turner (3) — — — — — — — Luis Jimenez-Tuñon (4) $ 150,000 $ 27,791 $ 503,603 — — — $ 681,394 Robert
Lippert (5) $ 150,000 $ (160,941) $ 743,023 — — $ 31,312 $ 763,394 (1)The ... | | Line 1,612: ... of Contents Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ... of Common Stock subject to options, warrants or other securities that are not currently exercisable or exercisable
within 60 days and are therefore not deemed to be outstanding and beneficially owned by the person holding the options, ... listed below is c/o Pareteum Corporation, at 1185 Avenue of the Americas, 2nd Floor, New York , NY 10036 . Name
of Beneficial Owner Number of Shares of Common Stock Owned (A) Percentage of Class as of May 3, 2021 5% of More Holders: None reported. Officers & Directors: Robert
H. Turner 3,532,635 2.5% Bart Weijermars 2,715,915 (1) 1.9% Luis Jimenez-Tuñon 1,739,190 (2) 1.2% Robert
Lippert 1,594,215 (3) 1.1% Victor Bozzo 824,923 (4) * Mary Beth Vitale 611,572 * Laura ... | | Line 1,619: ... stock of which Mr. Lippert has the right to acquire beneficial ownership within 60 days of the Determination Date ... within 60 days of the Determination Date pursuant to currently vested and exercisable stock options. 114 Table
of Contents Item 13. Certain Relationships, and Related Transactions, and Director Independence Management of the ... 1, 2019 or in any proposed transaction which has materially affected or would materially affect the Company or any of
its subsidiaries , except for: During 2019, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, Executive Chairman of the Board until November 2019. InTown Legal Services had a $10,000 per month minimum retainer ... in January 2020. In the event of any future transactions between us and our officers, directors or five percent
stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated ... officers. Independence Standards for Directors Although no class of our securities is listed on a national securities
exchange, we evaluate the independence of our directors in accordance with the listing standards of the Nasdaq Stock ... our directors were nominated or elected for their positions. Three of our current directors, Luis Jimenez-Tuñon , Robert L. Lippert and Mary Beth Vitale are “independent” under Nasdaq rules. All of the individuals nominated for election ... Committee and the Strategy and Business Committee. Our Non-Executive Chairman, Ms. Vitale, is independent. In
addition, Mr. Jimenez-Tuñon, Mr. Lippert and Ms. Vitale qualify as “independent” under the standards established by the SEC for members of audit committees. The Board of Directors has determined that Robert L. Lippert and Mary Beth Vitale is each an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of ... as audit committee financial experts pursuant to this SEC requirement does not affect the duties, obligations
or liability of any other member of the Audit Committee or the Board of Directors. Our Board of Directors also ... Item 14. Principal Accounting Fees and Services During the years ended December 31, 2020 and 2019 , we engaged Baker ... | | Line 1,661: Chief Executive Officer June 17, 2021 Bart Weijermars (Principal Executive Officer) /s/ Laura Thomas Interim Chief Financial Officer June
17, 2021 Laura Thomas (Principal Financial and Accounting Officer) /s/ Luis Jimenez-Tuñon Director June 17, 2021 Luis
Jimenez-Tuñon /s/ Robert Lippert Director June 17, 2021 Robert Lippert 120
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2: EX-3.1 Articles of Incorporation/Organization or Bylaws -- HTML: 205K | EX-3.1 | 1st Page of 35± | Pareteum Corp. - 10-K | No Page-Breaks | | Line 236: ... be Common Stock, each having $0.00001 par value per share. 50,000,000 shares shall be Preferred Stock, each having ... of Incorporation of the Corporation to be duly executed by the undersigned this 25th day of August, 2016. ELEPHANT
TALK COMMUNICATIONS CORP. By: /s/ Gary Brandt Name: Gary Brandt Title: Chief Restructuring Officer ELEPHANT TALK COMMUNICATIONS CORP CERTIFICATE
OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law The undersigned, Robert H. Turner , does hereby certify that: 1. I am the Chairman of the Board of Elephant Talk Communications Corp., a Delaware ... authorized to issue 50,000,000 shares of preferred stock and the number of shares of the Series A Convertible Preferred
(that is the series affected by this Certificate of Designation and the resolution set forth below) is one hundred ... authorized to fix the dividend rights, dividend rate, voting rights, conversion rights, rights and terms of redemption ... | | Line 255: ... arising out of or relating to this Certificate of Designation. If any party shall commence an action or proceeding to ... to insist upon strict adherence to any thins of this Certificate of Designation on one or more occasions shall not be
considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence ... it shall nevertheless remain applicable to all other persons and circumstances. [signature page follows] 5 Exhibit
3.1 IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation of Preferred Stock to be duly executed by its Chairman of the Board on September 2, 2016 . ELEPHANT TALK COMMUNICATIONS CORP. /s/ Robert H. Turner Name: Robert H. Turner Title: Chairman of the Board STATE
OF DELAWARE CERTIFICATE OF CORRECTION Elephant Talk Communications Corp., a corporation organized and existing under ... by Section 103 of the General Corporation Law of the State of Delaware. 3. The inaccuracy of said Certificate
is as follows: The Certificate of Designation incorrectly and mistakenly did not include a provision describing the ... choosing” IN WITNESS HEREOF, said corporation has caused this Certificate of Correction to be filed on this 9th day
of September, 2016. ELEPHANT TALK COMMUNICATIONS CORP. By: Robert H. Turner Title: Executive Chairman ELEPHANT TALK COMMUNICATIONS CORP. CERTIFICATE OF DESIGNATION OF
PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A-1 PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law The undersigned, Robert H. Turner , does hereby certify that: 1. I am the Executive Chairman of Elephant Talk Communications Corp., a Delaware ... of shares of the Series A-1 Convertible Preferred (that is the series affected by this Certificate of Designation
and the resolution set forth below) is one hundred (100). None of the shares of that series has been issued. 3. The ... rights, rights and terms of redemption and liquidation preferences of any wholly unissued series of preferred ... | | Line 279: Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or ... Certificate of Designation shall remain in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances. [signature page follows] 5 Exhibit 3.1 ... Stock to be duly executed by its Chairman on October 28, 2016 . ELEPHANT TALK COMMUNICATIONS CORP. Name:
Robert H. Turner Title: Executive Chairman CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ELEPHANT TALK COMMUNICATIONS CORP. The undersigned, for the purposes of amending the Certificate
of Incorporation of Elephant Talk Communications Corp. (the “Corporation”), a corporation organized and existing under ... said Corporation: FIRST: The name of the corporation is “Pareteum Corporation” (the “Corporation”). SECOND: The holders
of a majority of the issued and outstanding voting stock of the Corporation have voted in favor of said amendment at a ... executed by the undersigned this 1st day of November, 2016. ELEPHANT TALK COMMUNICATIONS CORP. By: Name:
Robert H. Turner Title: Executive Chairman Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF PARETEUM CORPORATION The undersigned, for the purposes of amending the Certificate
of Incorporation of Pareteum Corporation. (the “Corporation”), a corporation organized and existing under and by virtue ... to issue two classes of stock to be designated, respectively, as “Common Stock” and “Preferred Stock.” The total
number of shares which the Corporation is authorized to issue is 550,000,000 shares. 500,000,000 shares shall be Common ... the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder
of Common Stock on the Effective Time who would otherwise be entitled to a fraction of a share as a result of the ... of the DGCL. FOURTH: The Effective Time of this Certificate of Amendment shall be 4:01 p.m., Eastern time, on February
24, 2017 . IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this 23rd day of February, 2017. PARETEUM CORPORATION Robert H. Turner , Executive Chairman Exhibit 3.1 PARETEUM
CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK ... 2. The Corporation is authorized to issue 50,000,000 shares of “preferred stock, of which none are issued ... |
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Related Party Transactions
Related Party Transactions As of December 31, 2020 and 2019 , Pareteum BV has an outstanding loan payable to ... balance sheets. All principal and interest are due on the maturity date. During 2019, the Company retained Robert Turner of InTown Legal Services, who is the son of Robert H. Turner, the former Executive Chairman of the Board. InTown Legal Services has a $10 per month minimum retainer with the Company and was paid $278 in 2019. The agreement between the Company and InTown Legal Services is an at will agreement.
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Commitments and Contingencies
Commitments and Contingencies Commitments During 2019, the Company entered into certain off–balance sheet commitments ... acquirers of Company securities between December 14, 2017 and October 21, 2019 . The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Denis McCarthy, Dawson James Securities Inc., and Squar Milner LLP (“Defendants”). ... the Company ’s common stock pursuant to a February 12, 2019 exchange tender offer. The defendants are the Company , Robert H. Turner, Edward O’Donnell, Victor Bozzo, Yves van Sante, Robert Lippert and Luis Jimenez-Tuñon (the "Loskot Defendants"). The Complaint alleges that the Loskot Defendants caused ... certain officers and directors of Pareteum, including Victor Bozzo, Laura Thomas, Yves van Sante, Luis Jimenez-Tuñon, Robert Lippert, Robert H. Turner, Edward O’Donnell, and Denis McCarthy (the “Individual Defendants”). Plaintiff Miller alleges that the Individual ... Plaintiff Miller all costs and expenses incurred in pursuing the claims. Zhang ex rel. Pareteum Corporation v. Robert H. Turner, et al. was filed on May 26, 2020 in the Supreme Court for the State of New York, New York County. It is a ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tuñon, Robert Lippert, Laura Thomas, and Yves van Sante (the “Individual Defendants”). Plaintiff Zhang alleges that the Individual ... of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Luis Jimenez-Tuñon, Robert Lippert, Yves van Sante, Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, and Laura Thomas (the “Individual Defendants”). Plaintiff Shaw ... on behalf of Pareteum, the Nominal Defendant, against certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Laura Thomas, Victor Bozzo, Luis Jimenez-Tuñon, Robert Lippert, Rob Mumby and Yves van Sante (the “Individual Defendants”). Plaintiffs in the related actions have alleged ... of the Securities Act by an investor, Sabby Volatility Master Fund, Ltd. (“Plaintiff Sabby”), against the Company , Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Robert Lippert, Yves van Sante, and Luis Jimenez Tuñon (collectively, the “Defendants”). It was filed on November 11, 2019 ... their claims against Pareteum in the ICDR arbitration. Reuben Harmon, derivatively on behalf of Pareteum Corp. v. Robert H. Turner, et al. is a stockholder derivative lawsuit that was filed in the Supreme Court for the State of New York, New York ... the Nominal Defendant, against certain current and former officers and directors of the Company , including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Rob Mumby, Luis Jimenez-Tuñon, Robert Lippert, Laura Thomas and Yves van Sante (the “Individual Defendants”). Plaintiff Harmon alleges that the Individual ... all costs and expenses incurred in pursuing the claim. Gregory Lackey, derivatively on behalf of Pareteum Corp. v. Robert “Hal” Turner, et al., No. 1:21-mc-70, is a shareholder derivative suit that was filed on January 25, 2021 in the United States ... shareholder suing on behalf of Pareteum and alleging that certain officers and directors of Pareteum, including Robert H. Turner, Edward O’Donnell, Denis McCarthy, Victor Bozzo, Luis Jimenez-Tuñon, Robert Lippert, Rob Mumby , Laura Thomas and Yves van Sante (the “Individual Defendants”) caused Pareteum to issue false or ... To date, the Company is not able to estimate the possible payment, if any, due to the early state of this matter.
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| ____________ | | ¹ | Filing/Form and Document/Exhibit Types: | | 10-K | Annual Report — Form 10-K. | | 10-Q | Quarterly Report — Form 10-Q. | | EX-3 | Articles of Incorporation/Organization or Bylaws. | | EX-4 | Instrument Defining the Rights of Security Holders. | | EX-23 | Consent of Expert or Counsel. | | EX-31 | Certification — §302 – SOA’02. | | EX-32 | Certification — §906 – SOA’02. | | XML & R# | IDEA Financial Report Info. | | EXCEL | IDEA Workbook of Financial Report Info. | | EX-101 | XBRL Data. | | JSON | XBRL Instance as JavaScript Object Notation Data. | | ZIP | XBRL Zipped Folder. | | GRAPHIC | Photo, Image or Graph. |
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