EXHIBIT 10.2


 





SECOND AMENDED LOAN AGREEMENT


This agreement (“Second Amended
Loan Agreement”) is entered into as of March 4, 2014 (“Effective Date”) between VelaTel Global Communications,
Inc., a Nevada corporation (“VelaTel”), and AQC, LLC, a Delaware limited liability company (“AQC”).
In this Second Amended AQC Loan Agreement, VelaTel and AQC are each referred to as a “Party”, and together as
the “Parties.”


RECITALS


A.            The Parties previously entered into a loan agreement dated August 16, 2013 (“Original Loan Agreement”),
and an amended loan agreement dated December 13, 2013 (“First Amended Loan Agreement”). Under the Original and
First Amended Loan Agreements, AQC is erroneously referred to as AQT, LLC.


B.            The proceeds of the of the Original and First Amended Loan Agreements were paid directly by AQC to reduce the balance due
under a loan agreement (“Xin Hua Loan Agreement”) between VelaTel’s subsidiary Gulfstream Capital Partners
Limited (“Gulfstream”) and Xin Hua, related to the acquisition by VelaTel/Gulfstream of 100% of the equity interest
in China Motion Telecom (HK) Limited (“China Motion” and “China Motion Stock”). Under the
First Amended Loan Agreement, AQC had the option but not the obligation to pay the remaining balance due under the Xin Hua Loan
Agreement. Upon payment in full of the Xin Hua Loan Agreement, AQC was to receive either an assignment of Xin Hua’s collateral
interest in the China Motion Stock, or a grant of substantially identical collateral by creation of new instruments in favor of
AQC. AQC also had certain option rights to acquire China Motion Stock.


C.            AQC has now paid or facilitated payment
of the remaining balance due under the Xin Hua Loan Agreement totaling. In lieu of the rights described in the First Amended Loan
Agreement, the Parties now desire to again amend the terms of their agreement, whereby the entire repayment obligation, collateral
protection and other equity rights granted to AQC will flow directly from China Motion to AQC.


AGREEMENT


1.            In consideration of and subject to the full execution of the following instruments between AQC and China Motion, all rights
and obligations of the Parties under the Original Loan Agreement and First Amended Loan Agreement are hereby deemed and declared
satisfied:


		a.	Promissory Note;



		b.	Security Agreement for China Motion’s assets; and



		c.	Warrant for Purchase of China Motion Stock.



2.            This Second Amended Loan Agreement shall be governed by the laws of California, without regard to the conflict of laws principles
thereof, as the same apply to agreements executed solely between residents of California and wholly to be performed within California.
The Parties agree that all actions or proceedings arising in connection with this Agreement shall be brought exclusively in the
state or federal courts in San Diego County, California. The aforementioned choice of venue is intended by the Parties to be mandatory
and not permissive in nature, thereby precluding the possibility of litigation between the Parties with respect to or arising out
of this Agreement in any jurisdiction other than that specified in this Section. Each Party hereby waives any right it may have
to assert the doctrine of forum non conveniens or similar doctrine.



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3.            If any action at law or in equity is necessary to enforce or interpret the terms of any of this Agreement, the prevailing
Party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief
to which such Party may be entitled.


4.                  
This Second Amended Loan Agreement may be signed in as many counterparts as may be necessary, each of which so signed (including
any signed copy sent by electronic facsimile transmission) shall be deemed to be an original, such counterparts together shall
constitute one and the same instrument and, notwithstanding the date of the execution, shall be deemed to bear the Effective Date
as set forth above.


	
        VELATEL GLOBAL COMMUNICATIONS, INC.

         

         

         

        By  /s/ George Alvarez

               George Alvarez
        its Chief Executive Officer
	
        AQC, LLC

         

         

         

        By  /s/ David Somrack

               David Somrack,
        its Manager



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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