IQST iQSTEL Inc (QX)

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported, on November 18, 2021, we entered into a Memorandum of Understanding (“MOU”) with Jose Ramon Olivar and Eduardo Borrero (together, “Seller”) concerning the contemplated sale by Seller and the purchase by us of 51% of the membership interests Seller holds in Smartbiz Telecom LLC (the “Company”).

On April 21, 2021, in furtherance of the MOU, we entered into a Purchase Agreement with Seller concerning the sale by Seller and the purchase by us of 51% of the membership interests Seller holds in the Company.

The Company is a Florida Corporation which provides telecommunication services, dedicated to VoIP business for wholesale and retail markets.

Pursuant to the Purchase Agreement, the closing of the purchase of the 51% membership interests shall be no later than May 1, 2022. The purchase price for the acquisition shall be $1,800,000 and shall consist of $800,000 in cash and $1,000,000 in our common stock to Seller, which amounts to 2,378,059 shares of common stock.

Seller shall have an additional right to request that we buy additional membership interests of the Company up to 8% membership interests at a total cost to us of $400,000 if certain net income goals are met by September 30 and December 31 as stated under the Purchase Agreement.

The Purchase Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, capitalization, corporate authority, financial statements and compliance with applicable laws. The representations and warranties of each party set forth in the Purchase Agreement were made solely for the benefit of the other parties to the Purchase Agreement, and investors are not third-party beneficiaries of the Purchase Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Purchase Agreement, which may differ from what may be viewed as material by investors, (b) were made only as of the date of the Purchase Agreement or such other date as is specified in the Purchase Agreement and (c) may have been included in the Purchase Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Purchase Agreement, and not to provide investors with any other factual information regarding any of the parties or their respective businesses.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.