SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024, between iQSTEL, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated effective as of February 29, 2024, is made by and between iQSTEL Inc., a Nevada corporation (the “Corporation”), and Alvaro Quintana Cardona (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2019 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
The securities offered hereby are highly speculative. Investing in shares of common stock of IQSTEL Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No active public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
EXHIBIT ANote Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
SECURITY AGREEMENTSecurity Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This SECURITY AGREEMENT, dated as of January 24, 2024 (this “Agreement”) is entered into by and between iQSTEL, Inc., a Nevada corporation (“Obligor”), and M2B Funding Corp., a Florida corporation (the “Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 3rd, 2013 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • California
THIS STOCK PURCHASE AGREEMENT, dated as of April 26, 2013, by and between FOUR HAWKS MANAGEMENT CO. (the “Buyer”) and Anna C. Jones (the “Seller”). As used herein, the term “Parties” shall be used to refer to the Buyer and the Seller, jointly.
COMMON STOCK PURCHASE OPTION IQSTEL INC.Securities Agreement • October 6th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, Apollo Management Group, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 30, 2022, subject to the Company’s acceptance of a request by the Holder for an abatement of such date (the “Initial Exercise Date”), and on or prior to the close of business on the one-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IQSTEL Inc., a Nevada corporation (the “Company”), four million eight hundred thousand (4,800,000) shares of Common Stock (in any event, as subject to adjustment hereunder, the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 2(b).
INTERNATIONAL DISTRIBUTION AGREEMENT THIS AGREEMENT IS ENTERED INTO ON THIS 20th DAY OF January, 2012 BETWEENInternational Distribution Agreement • April 6th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
B-Maven, Inc. (hereinafter “BMI”), a Company registered in the State of Nevada, having its office at 3272 Reynard Way, San Diego, CA 92103 and represented by its authorized signatory Ms. Anna Celeste Jones;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This Amended and Restated Employment Agreement (this “Agreement”) is made this 29th day of February 2024, but effective as of the 1st of the year (the "Effective Date"), between iQSTEL, Inc., a Nevada corporation (hereinafter referred to as the "Company"), and Alvaro Quintana Cardona, residing at Av. Circunvalaci6n del Sol. Qta. 598, Santa Paula. Caracas, Venezuela (hereinafter referred to as the "Employee").
B-MAVEN, INC. Subscription AgreementSubscription Agreement • May 14th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Nevada
B-MAVEN, INC. Subscription AgreementSubscription Agreement • August 18th, 2011 • B-Maven, Inc. • Nevada
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is by and between IQSTEL Inc., a Nevada corporation (the “Company”), and Apollo Management Group, Inc., a Florida corporation (the “Investor”).
COMMON STOCK PURCHASE OPTION IQSTEL INC.Security Agreement • February 13th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, ADI Funding LLC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 12, 2024, subject to the Company’s acceptance of a request by the Holder for an abatement of such date (the “Initial Exercise Date”), and on or prior to the close of business on December 31, 2024 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IQSTEL Inc., a Nevada corporation (the “Company”), ten million (10,000,000) shares of Common Stock (the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 2(b).
ESCROW AGREEMENTEscrow Agreement • August 18th, 2011 • B-Maven, Inc.
Agreement dated this 27th day of June 2011 by and between B-MAVEN, Inc. (hereinafter the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Gary B. Wolff (hereinafter “Escrow Agent”) located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
SECOND AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT (“Amendment”), dated effective as of June 27, 2024, is made by and between iQSTEL Inc., a Nevada corporation ("Buyer"), and Yukon River Holdings, Ltd., a corporation formed under the laws of the British Virgin Islands (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the "Parties." All capitalized terms contained herein shall have the meanings ascribed thereto in the Share Purchase Agreement (as defined below).
AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING AND SHAREHOLDERS AGREEMENT BETWEEN IQSTEL INC, JESUS VEGA AND LEANDRO IGLESIASMemorandum of Understanding and Shareholders Agreement • October 6th, 2021 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Amendment to the Memorandum of Understanding or Shareholders Agreement (The Agreement) is entered into by and between iQSTEL Inc a public company incorporated under the laws of Nevada, USA with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134 hereinafter “iQSTEL”; Jesus Vega, of Colombian nationality, domiciled in Calle 10, Number 15a-17, Piso 2, Ocaña, Norte de Santander, Colombia, hereinafter “Jesus Vega” and Leandro Jose Iglesias Conde, of Spanish nationality, with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134; jointly hereinafter “The Parties”, effectively since October 1st 2021.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 19th, 2021 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This MEMORANDUM OF UNDERSTANDING ("MOU") is made as of the 18th day of November, 2021, (the "Signing Date") between iQSTEL Inc. an SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), established under the laws of the State of Nevada, USA, with its registered office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer") and Jose Ramon Olivar, US Citizen, Passport Number 524857155, current CEO of SMARTBIZ TELECOM LLC, and Eduardo Borrero, US Citizen, Passport Number 505495245, current CFO of SMARTBIZ TELECOM LLC, in representation of the shareholders of SMARTBIZ TELECOM LLC incorporated under the laws of the State of Florida, with registered office at 14230 SW 57th Lane, Suite 106-B, Miami, FL 33183 ("Seller") regarding the sale by Seller and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of SMARTBIZ TELECOM LLC ("The Company").
FUND RETENTION AGREEMENTFund Retention Agreement • May 14th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
This Fund Retention Agreement (the “Agreement”) dated this 11th day of May, 2012 by and between B-MAVEN, Inc. (the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Quick Law Group P.C. (the “Fund Retention Agent”) located at 1035 Pearl St., Suite 403, Boulder, Colorado, 80302.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
Memorandum of Understanding (MOU) Effective Date: November 1st, 2024Memorandum of Understanding • November 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Memorandum of Understanding ("MOU") is entered into by and between iQSTEL Inc. ("iQSTEL"), a publicly traded company, Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink") and Impact Trading & Consulting LLC ("Impact"). Collectively, these entities are referred to as "the Parties" for the purpose of outlining the understanding regarding the exchange of 49% ownership in SwissLink Carrier Ltd. for iQSTEL shares.
ESCROW AGREEMENTEscrow Agreement • April 6th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
This Escrow Agreement (the “Agreement”) dated this 2nd day of April 2012 by and between B-MAVEN, Inc. (the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Quick Law Group P.C. (the “Escrow Agent”) located at 1035 Pearl St., Suite 403, Boulder, Colorado, 80302.
PURCHASE COMPANY AGREEMENTPurchase Agreement • April 26th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This PURCHASE COMPANY AGREEMENT ("Agreement") is made as of the April 21st, 2022, (the "Signing Date") between iQSTEL Inc. a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer"), and Jose Ramon Olivar, US Citizen, Passport Number 524857155, current CEO of SMARTBIZ TELECOM LLC, and Eduardo Borrero, US Citizen, Passport Number 505495245, current CFO of SMARTBIZ TELECOM LLC, now and hereafter the Sellers, both acting as the Members holding the totality of the membership interest of SMARTBIZ TELECOM LLC, a Florida limited liability company, with principal office at 14230 SW 57th Lane, Suite 106-B, Miami, FL 33183 ("the Company”), regarding the sale by Sellers and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of the Company.
AGREEMENTLegal Services Agreement • August 18th, 2011 • B-Maven, Inc.
AGREEMENT dated this 27th day of June 2011, by and between B-Maven, Inc. (hereinafter “BMI”), a Nevada Corporation, with offices located at 3272 Reynard Way, San Diego, California, 92103, Anna C. Jones, President of BMI and Gary B. Wolff, P.C., counsel to BMI, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
AGREEMENTConflict of Interest Agreement • August 18th, 2011 • B-Maven, Inc.
AGREEMENT dated this 27th day of June 2011, by and between B-Maven, Inc. (hereinafter “BMI”), a Nevada Corporation, with offices located at 3272 Reynard Way, San Diego, California 92103 and Anna C. Jones, President of BMI.
PURCHASE COMPANY AGREEMENTPurchase Agreement • May 10th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This PURCHASE COMPANY AGREEMENT ("Agreement") is made as of the May 10th, 2024, (the "Signing Date") between iQSTEL Inc. a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer"), and Omar Luna, Drivers License Number L500-641-84-201-0, current CEO of LYNK HOLDING LLC and LYNK TELECOM LLC incorporated under the laws of the State of Virginia, with registered office at 8200 Greensboro Dr, Suite 820, Mclean, VA ("Seller") regarding the sale by Seller and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of LYNK TELECOM LLC ("The Company”).
TERMINATION AGREEMENTTermination Agreement • April 6th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
AGREEMENT dated this 23rd day of January 2012, by and between B-MAVEN, INC. (hereinafter “BMI”), a Nevada corporation, with offices located at 3272 Reynard Way, San Diego, California 92103, Anna C. Jones, President of BMI and Gary B. Wolff, P.C., counsel to BMI, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
PURCHASE COMPANY AGREEMENTPurchase Agreement • May 10th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This PURCHASE COMPANY AGREEMENT ("Agreement") is made as of the May 6th, 2022, (the "Signing Date") between iQSTEL Inc. a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 (hereinafter "Buyer"), US Acquisitions, LLC, a Limited Liability Company organized in the State of California on March 1, 2021, having its main address at 500 N. State College Blvd., Suite 1100, Orange, CA 92868 (hereinafter “Seller”), acting through its Manager, A. Nathan Dawood, US Citizen, Passport Number 559877451, who has full and sole authority to sign on Seller’s behalf on all matters pertaining to Seller, and WHISL TELECOM LLC, a limited liability company created in accordance with the laws of the State of Texas, with registered offices at 5435 North Garland Ave. Suite 140-507, Garland, TX 75040, (EIN 83-1489932; www.whisl.com: hereinafter the “Com
ContractPreliminary Acquisition Agreement • May 1st, 2020 • iQSTEL Inc • Telephone communications (no radiotelephone)
iQSTEL, through its subsidiary QGlobal SMS, Enters into a Preliminary Acquisition Agreement for SMSDirectos, a Revenue Producing company serving the Retail and Commercial Markets in Colombia
MEMORANDUM OF UNDERSTANDING BETWEEN IQSTEL, INC AND GOT MY IDOL, INC.Memorandum of Understanding • March 21st, 2023 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
iQSTEL, Inc. a Publicly Listed Company (OTCQX: IQST), established under the laws of the State of Nevada, USA, with its registered office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 (herein after referred to as “iQSTEL”) represented by its President and CEO Leandro Jose Iglesias Conde; and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 25, 2022, is by and between IQSTEL Inc., a Nevada corporation (the “Company”), and Apollo Management Group, Inc., a Florida corporation (the “Investor”).
SUBSCRIPTION AGREEMENT iQSTEL Inc.Subscription Agreement • March 28th, 2019 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
iQSTEL Inc., a Nevada corporation (hereinafter the "Company") and the undersigned (hereinafter the “Subscriber”) agree as follows:
