REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2014, between Westcott Products Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT WESTCOTT PRODUCTS CORPORATIONWestcott Products Corp • June 3rd, 2014 • Retail-lumber & other building materials dealers
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ 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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three year anniversary of the Effective Date (as defined in the Purchase Agreement)(the “Termination Date”) but not thereafter, to subscribe for and purchase from Westcott Products Corporation, a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 3, 2014, between Westcott Products Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 20th, 2017 • Dala Petroleum Corp. • Crude petroleum & natural gas • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of November 15, 2017, by and among Dala Petroleum Corp., a Delaware corporation (“Parent”), Mark Savage, Parent’s President, a director and a beneficial shareholder (“Mr. Savage”), Matthew Atkinson, Parent’s Secretary and a beneficial shareholder (“Mr. Atkinson”), M2 Equity Partners LLC, a Minnesota limited liability company and principal shareholder of Parent (“M2”), and Dala Subsidiary Corp., a Nevada corporation and wholly-owned subsidiary of Parent (“Merger Subsidiary”); and KonaTel, Inc., a Nevada corporation (“Company”), and D. Sean McEwen, Company’s Chairman and sole shareholder (“Company Shareholder”). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties,” or respectively as the “Parent Parties” or the “Company Parties.”
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • June 7th, 2023 • KonaTel, Inc. • Communications services, nec • New York
NOTE PURCHASE AGREEMENT, dated as of June 14, 2022, by and among KONATEL, INC., a Delaware corporation (the “Company”), CCUR HOLDINGS, INC., a Delaware corporation as collateral agent (in such capacity, “Collateral Agent”) and CCUR HOLDINGS, INC. and SYMBOLIC LOGIC, INC. (each, a “Purchaser” and collectively, the “Purchasers”).
PARTIAL CANCELLATION AGREEMENTPartial Cancellation Agreement • August 16th, 2016 • Dala Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS PARTIAL CANCELLATION AGREEMENT (“Agreement”), dated May 10, 2016, and is to be considered effective as of even date herewith (the “Effective Date”), by and among Dala Petroleum Corp., a Delaware corporation (“Dala DE”), Dala Petroleum Corp., a Nevada corporation (“Dala NV”), Chisholm Partners II, LLC (“Chisholm II”), a Louisiana limited liability company, and certain members of Chisholm Partners II, LLC set forth on the signature pages hereto (each individually a “Chisholm Member” and collectively the “Chisholm II Members”).
INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Delaware
This is an Incentive Stock Option Agreement (“Agreement”) between Westcott Products Corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above.
KONATEL, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 6th, 2019 • KonaTel, Inc. • Communications services, nec • Delaware
This is an Incentive Stock Option Agreement (the “Agreement”) between KonaTel, Inc. (the “Company”), and the optionee identified above (the “Optionee”), effective as of the Date of Grant specified above.
PREFERRED STOCK AND WARRANT CANCELLATION AGREEMENTPreferred Stock and Warrant • July 20th, 2017 • Dala Petroleum Corp. • Crude petroleum & natural gas • Minnesota
SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • Delaware
This Shareholder Voting Agreement (the “Agreement”) is made and entered into effective as of this 31st day of December, 2018, which is the “Effective Date” of the Merger Agreement (as defined below), by and among KonaTel, Inc., a Delaware corporation (the “Company”), D. Sean McEwen, the CEO, President and Chairman of the Board of Directors of the Company (“McEwen”), Joshua Ploude (“Ploude”) and Vyacheslav Yanson (“Yanson”).
COMMON STOCK PURCHASE AGREEMENT by and among M2 EQUITY PARTNERS, LLC (Purchaser) DALA PETROLEUM CORP. (Company) As of July 19, 2017Common Stock Purchase Agreement • July 20th, 2017 • Dala Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS COMMON STOCK PURCHASE AGREEMENT, (together with all exhibits, schedules, supplements, amendments and modifications, collectively, this “Agreement”) is made as of July 19, 2017, by and between DALA PETROLEUM CORP., a Delaware corporation whose principal executive offices are located at 328 Barry Ave. S. #210, Wayzata, MN 55391 (the “Company”); and M2 EQUITY PARTNERS LLC, a Minnesota limited liability company (the “Purchaser”). The Company and the Purchaser shall sometimes be referred to herein each as a “Party” and collectively as the “Parties.” All capitalized terms not defined elsewhere herein, shall have the meanings set forth in Section 1.1.
KONATEL, INC. FORM OF EMPLOYEE INCENTIVE STOCK OPTION AGREEMENTEmployee Incentive Stock Option Agreement • December 8th, 2023 • KonaTel, Inc. • Communications services, nec • Delaware
This is an Employee Incentive Stock Option Agreement (the “Agreement”) between KonaTel, Inc. (the “Company”), and the optionee identified above (the “Optionee”), effective as of the Date of Grant specified above.
FORM OF RELEASEDala Petroleum Corp. • August 16th, 2016 • Crude petroleum & natural gas
In consideration of the settlement bargained for in the Assignment Agreement, the receipt and sufficiency of which is acknowledged, the undersigned, Chisholm Partners II, LLC, a Louisiana limited liability company (“Chisholm”), and any of its agents, successors, and assigns (collectively “Releasors”), hereby releases, acquits, and forever absolutely discharges Dala Petroleum Corp., a Delaware corporation (“Dala”), and Dala’s past and present owners, management members, subsidiaries, employees, servants, representatives, agents, attorneys, affiliated entities and persons, subrogees, heirs, executors, insurers, successors, and assigns (the “Dala Releasees”), from any and all claims in the amount of $100,000 related to outstanding and/or unpaid fees due to Chisholm in connection with the Master Services Agreement executed on June 3, 2014 with Dala. The Releasor also confirms that the Master Services Agreement is cancelled.
SEPARATION AGREEMENTSeparation Agreement • August 25th, 2015 • Dala Petroleum Corp. • Crude petroleum & natural gas • Delaware
INTERCREDITOR AND SUBORDINATION AGREEMENTIntercreditor and Subordination Agreement • December 22nd, 2023 • KonaTel, Inc. • Communications services, nec • New York
This Intercreditor and Subordination Agreement (this “Agreement”), dated as of December 18, 2023, is entered into by and among CCUR Holdings, Inc., a Delaware corporation as the Collateral Agent under the Senior Credit Agreement (as defined below) (the “Lender”), and ACP Financing VII, Limited Liability Company, a Texas limited liability company, as Seller under the Installment Sale Agreement (as defined below) (in such capacity, the “Subordinated Creditor” or “ACP”).
KONATEL, INC. REVISED FORM OF DIRECTOR INCENTIVE STOCK OPTION AGREEMENTDirector Incentive Stock Option Agreement • July 7th, 2022 • KonaTel, Inc. • Communications services, nec • Delaware
This is a Director Incentive Stock Option Agreement (the “Agreement”) between KonaTel, Inc. (the “Company”), and the optionee identified above (the “Optionee”), effective as of the Date of Grant specified above.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 15th, 2018 • KonaTel, Inc. • Crude petroleum & natural gas • New York
THIS ASSET PURCHASE AGREEMENT is entered into as of July 31, 2018, by and between TELECON WIRELESS RESOURCES, INC., a New York corporation having its office and principal place of business at 299A North Comrie Avenue, Johnstown, New York (“Buyer” or “TWR”)), and KONATEL, INC., a Nevada corporation having its office and principal place of business at 13601 Preston Rd. STE E816, Dallas, TX 75240 (“Seller”). Buyer and Seller are each referred to herein as a “Party” and collectively as the “Parties”.
APEIRON SYSTEMS, INC. YANSON EMPLOYMENT AGREEMENTYanson Employment Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • California
This Agreement (“Agreement”) is made as of the December 31, 2018, by and between Vyacheslav Yanson, an individual (“Employee”), and Apeiron Systems, Inc., a Nevada corporation (“Employer”) (each a “Party” and collectively, the “Parties”), with reference to the following facts and objectives:
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • January 30th, 2024 • KonaTel, Inc. • Communications services, nec • Nevada
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated and effective as of January 22, 2024 (the “Effective Date”), by and among IM Telecom, LLC, an Oklahoma limited liability company (hereafter the “Company”); KonaTel, Inc., a Delaware corporation (hereafter the “Seller”); and Excess Telecom, Inc., a Nevada corporation (hereinafter the “Buyer”). The Company, Seller and Buyer are referred to herein collectively as the “Parties” or individually as a “Party.”
CLOSING MEMORANDUMClosing Memorandum • February 6th, 2019 • KonaTel, Inc. • Communications services, nec
This Closing Memorandum (the “Closing Memorandum”) is executed as of January 31, 2019, in connection with the closing (the “Closing”) of that certain Agreement for the Purchase and Sale of Membership Interest dated as of February 5, 2018, as amended (the “PSMI”), by and among KonaTel, Inc., a Delaware corporation (“KonaTel”), the “Purchaser” therein; and Trevan Morrow (“Morrow”) the “Seller” therein, along with Jennifer Morrow (“Ms. Morrow”), Morrow’s spouse (solely regarding the provisions of Section 10.12 thereof), and IM Telecom, LLC, an Oklahoma limited liability company (“IM Telecom”), the sale of 100% of the membership interest of which is the subject of the PSMI (solely regarding the provisions of Sections 4 and 6.8 thereof). The foregoing are sometimes referred to herein as a “Party,” and collectively, as the “Parties.” All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the PSMI Transaction Documents (as defined below); and all “Exhib
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • February 6th, 2019 • KonaTel, Inc. • Communications services, nec • Oklahoma
This Independent Contractor Agreement (the “Agreement”), dated as of the 5th day of February, 2018, is entered into by and between Trevan Morrow (“Contractor”) and KonaTel, Inc., a Delaware corporation (“Owner”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 27th, 2006 • Westcott Products Corp • Retail-lumber & other building materials dealers • Utah
THIS REGISTRATION RIGHTS AGREEMENT, dated as of \s\ December 20, 2006 (the “Agreement”), is made by and between WESTCOTT PRODUCTS CORPORATION, a Delaware corporation (the “Company”) and Wayne Bassham our President, Todd Albiston our Vice President, and Kent Faulkner our Secretary, collectively (the “Rights Holders”).
APEIRON SYSTEMS, INC. PLOUDE EMPLOYMENT AGREEMENTPloude Employment Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • California
This Agreement (“Agreement”) is made as of the 31st day of December, 2018, by and between Joshua Ploude, an individual (“Employee”), and Apeiron Systems, Inc., a Nevada corporation (“Employer”) (each a “Party” and collectively, the “Parties”), with reference to the following facts and objectives:
AGREEMENT FOR THE PURCHASE AND SALE OF MEMBERSHIP INTERESTAgreement for the Purchase and Sale of Membership Interest • February 6th, 2019 • KonaTel, Inc. • Communications services, nec • Nevada
This AGREEMENT (the “Agreement”) dated and effective as of February 5, 2018, is made by and between Trevan Morrow (the “Seller”), and KonaTel, Inc., a Delaware corporation (the “Purchaser”). In consideration of the mutual covenants herein and intending to be legally bound hereby, the parties hereto do hereby agree as follows:
OPTION PARTICIPATION AGREEMENTOption Participation Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Colorado
Chisholm Partners II LLC, a Louisiana limited liability company (“Chisholm”) and Dala Petroleum Corp., a Nevada corporation (“Dala”), (Chisholm and Dala may be referred to herein individually as “Party” and collectively as “Parties”), hereby enter into this Option Participation Agreement (“OPA”), effective May 2014, to wit:
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • January 30th, 2024 • KonaTel, Inc. • Communications services, nec • Nevada
THIS MANAGEMENT SERVICES AGREEMENT (this “Management Agreement”), dated as of the date of the Initial Closing under the Purchase Agreement (the “Effective Date”), is hereby entered into by and among IM Telecom, LLC, an Oklahoma limited liability company (hereafter the “Company”); KonaTel, Inc., a Delaware corporation (“KonaTel”); and Excess Telecom, Inc., a Nevada corporation (hereinafter the “Manager”). The Company, KonaTel and the Manager may be referred to herein collectively as the “Parties” or individually as a “Party.”
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THE “MEMORANDUM”) IS NOT TO BE SHOWN OR GIVEN TO ANY PERSON OTHER THAN THE PERSON WHOSE NAME APPEARS HEREON AND IS NOT TO BE PRINTED OR REPRODUCED IN ANY MANNER WHATSOEVER. FAILURE TO COMPLY WITH THIS...Securities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers
KONATEL, INC. FORM OF INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • August 25th, 2021 • KonaTel, Inc. • Communications services, nec • Delaware
This is an Incentive Stock Option Agreement (the “Agreement”) between KonaTel, Inc. (the “Company”), and the optionee identified above (the “Optionee”), effective as of the Date of Grant specified above.
ESCROW AGREEMENTEscrow Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Utah
This Escrow Agreement (the “Agreement”), dated as of the 16th of April, 2014 (the “Effective Date”), is entered into by and between Westcott Products Corporation (the “Company”), Brunson Chandler & Jones, PLLC as escrow agent (“Escrow Agent”) and the Investor listed on the signature page attached hereto (“Investor”).
FORM OF LOCK-UP AGREEMENTSecurities Purchase Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • New York
Securities Purchase Agreement, dated as of June 3, 2014 (the “Purchase Agreement”), between Westcott Products Corporation, a Delaware corporation (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
PURCHASE OF CONTRACT RIGHTS AGREEMENTPurchase of Contract Rights Agreement • April 17th, 2023 • KonaTel, Inc. • Communications services, nec
THIS PURCHASE OF CONTRACT RIGHTS AGREEMENT (this “Agreement”) is made effective as of April 6, 2023, between KonaTel, Inc., a Delaware corporation (“KonaTel”), and Insight Mobile, Inc., a Delaware corporation (“Insight Mobile”). KonaTel and Insight Mobile may be referred to herein each individually as a “Party” or collectively as the “Parties.”
COLLATERAL ASSIGNMENT OF ACQUISITION AGREEMENT DOCUMENTSCollateral Assignment of Acquisition Agreement • June 7th, 2023 • KonaTel, Inc. • Communications services, nec • New York
THIS COLLATERAL ASSIGNMENT OF ACQUISITION AGREEMENT DOCUMENTS (as amended, restated, supplemented or otherwise modified from time to time, this “Assignment”) is entered into as of June 1, 2023 by and among KONATEL, INC., a Delaware corporation (the “Assignor” or “Company”), and CCUR HOLDINGS, INC., as collateral agent (in such capacity, together with its successors and assigns, “Collateral Agent”) under the Note Purchase Agreement (as defined below).
WELCH EMPLOYMENT AGREEMENTWelch Employment Agreement • April 8th, 2022 • KonaTel, Inc. • Communications services, nec • Texas
FORM OF LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • December 20th, 2017 • Dala Petroleum Corp. • Crude petroleum & natural gas • Delaware
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into between Dala Petroleum Corp., a Delaware corporation (the “Company”), and the undersigned person or entity listed on the Counterpart Signature Page hereof (the “Shareholder”), effective as of the earlier of the date indicated on the Counterpart Signature Page or the delivery of this duly executed Agreement to the Company, in the event no date is indicated (the “Effective Date”). For all purposes of this Agreement, “Shareholder” includes any “affiliate,” controlling person of Shareholder, agent, representative or other person with whom Shareholder is or may be deemed to be acting in concert in connection with any sales of Common Stock (as defined below) of the Company.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 3rd, 2014 • Westcott Products Corp • Retail-lumber & other building materials dealers • Texas
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on the date signed by Executive below to be effective as of May 1, 2014 (the “Effective Date”), between DALA PETROLEUM CORP. (the “Employer” or “Company”) and EVERETT WILLARD GRAY II (“Executive”).
