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.”
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.”
AMENDED AND RESTATED OPERATING AGREEMENT OF IM TELECOM, LLC AN OKLAHOMA LIMITED LIABILITY COMPANYOperating Agreement • January 30th, 2024 • KonaTel, Inc. • Communications services, nec • Nevada
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE ARE “SECURITIES” AS DEFINED IN AND GOVERNED BY ARTICLE 8 OF OKLAHOMA’S UNIFORM COMMERCIAL CODE.
MASTER DISTRIBUTION AGREEMENTMaster Distribution Agreement • January 30th, 2024 • KonaTel, Inc. • Communications services, nec • Nevada
THIS MASTER DISTRIBUTION AGREEMENT (this “Agreement”), dated effective as of the Final Closing Date of that certain Membership Interest Purchase and Sale Agreement dated January 22, 2024, by and between Excess Telecom, Inc., and KonaTel, Inc. (the “PSA” or the “Purchase Agreement” and such date being the “Effective Date”) is entered into by and among (i) Excess Telecom, Inc., Nevada corporation, having its principal place of business located at 3773 Howard Hughes Parkway, Suite 590S, Las Vegas, Nevada (hereinafter referred to as “Excess Telecom”); (ii) KonaTel, Inc., a Delaware corporation , having its principal place of business located at 500 N. Central Expressway, Suite 202, Plano, Texas 75074 (hereinafter referred to as “Distributor”) and (iii) IM Telecom, LLC, an Oklahoma limited liability company (hereafter “IM Telcom”). Excess Telecom, Distributor and IM Telecom may be referred to herein each individually as a “Party” or collectively as the “Parties.”
