NEITHER THIS SECURITY NOR THE SECURITIES
FOR WHICH THIS SECURITY IS EXERCISABLE HAVE 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 IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


COMMON STOCK
PURCHASE OPTION


IQSTEL INC.


Option No: IQST-AMG3c


Grant Date: April 5, 2022


 


Option Shares: 4,800,000


Initial
Exercise Date: September 30, 2022


 


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).


 


Section 1. Purchase
Price of this Option. The purchase price (the “Purchase Price”) of this Option is Five Hundred Thousand Dollars
($500,000.00), which sum the Holder tendered to the Company on or about the Grant Date.


 


Section 2.Exercise.


 


a)                  
Exercise of Option. Exercise of the purchase rights represented by this Option may be made,
in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to
the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address
of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise form annexed hereto
as Exhibit A and within three (3) Trading Days of the date said Notice of Exercise is delivered to the Company, the Company shall have
received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a
United States bank or, if available, pursuant to the cashless exercise procedure specified in Section 2(c) below. No ink-original


 




    	 		 



    	 



    

 


Notice of Exercise shall be required,
nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required.
Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Option to the Company
until the Holder has purchased all of the Option Shares available hereunder and the Option has been exercised in full, in which
case, the Holder shall surrender this Option to the Company for cancellation within three (3) Trading Days of the date the final
Notice of Exercise is delivered to the Company. Partial exercises of this Option resulting in purchases of a portion of the total
number of Option Shares available hereunder shall have the effect of lowering the outstanding number of Option Shares purchasable
hereunder in an amount equal to the applicable number of Option Shares purchased. The Holder and the Company shall maintain records
showing the number of Option Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice
of Exercise Form within one (1) Business Day of receipt of such notice. Notwithstanding anything herein to the contrary, the minimum
aggregate exercise value for each individual exercise shall be as noted herein below. Further, subject to the provisions of this
Section 2(a), the Holder and the Company agree that the Holder has the right and the obligation to exercise, on a cashless basis, in
accordance with the Exercise Price formula referenced in Section 2(c) and utilizing the cashless methodology set forth in Section
2(d), $1,000,000.00 of the Options not later than October 15, 2022.
Thereafter, the Holder shall undertake to exercise not less than (i) $400,000.00 of the
Options on a “cash basis” not later than the later of (y) November 14, 2022 or (z) the date on which there is an
effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder and
(ii) an additional $400,000.00 of the Options on a “cash basis” not later than the latest of (x) thirty (30)
days following the exercise of the Option under subsection (i), above, (y) December 14, 2022, or (z) the date on which there is an
effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the Holder. From
and after the occurrence of the three above-referenced exercises, each additional exercise of Options hereunder shall be in an
amount not less than $200,000.00 and exercised only on a cash basis. The Holder’s obligation to exercise each specified
portion of this Option on the specific dates set forth in this Section 2(a) is subject to the VWAP (market value), as detailed on
Schedule A (the chart following the signature page to this Option Agreement), being not less than $0.200 per share on the relevant
Option exercise date. Any or all of the three above- specified Option exercise dates may be changed upon the mutual agreement
thereto of the Company and the Holder. Finally, the Holder and any assignee, by acceptance of this Option, as updated herein,
acknowledge and agree that, by reason of the provisions of this Section, following the purchase of a portion of the Option Shares
hereunder, the number of Option Shares available for purchase hereunder at any given time may be less than the amount stated on the
face hereof.


 


b)                  
Exercise Price. The exercise price per share of the Common Stock under this Option shall be
$2.00, subject to the pricing module set forth on Schedule A (the chart following the signature page to this Option Agreement; the “Exercise
Price”).


 


c)                  
Cashless Exercise. This Option may be exercised, in whole or in part, at any time (subject
to the provisions of the first paragraph of this Option) or from time to time by means of a “cashless exercise” in which the
Holder shall be entitled to receive a number of Option Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:


 


(A) = the daily average of the VWAP for
the shares of Common Stock for the 10 Trading Days immediately preceding the date on which Holder elects to exercise this Option by means of a “cashless exercise,”
as set forth in the applicable Notice of Exercise;


 




    	 	2	 



    	 



    




 


(B) = the Exercise Price of this Option, as adjusted hereunder; and


 


(X) = the number
of Option Shares that would be issuable upon exercise of this Option in accordance with the terms of this Option if such exercise were
by means of a cash exercise rather than a cashless exercise.


 


		d)	Mechanics of Exercise.



 


i.            
Delivery of Option Shares Upon Exercise. Option Shares purchased hereunder shall be transmitted
by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through
its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either
(A) there is an effective registration statement permitting the issuance of the Option Shares to or resale of the Option Shares by the
Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and
otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is ten (10) Trading
Days after the latest of (A) the delivery to the Company of the Notice of Exercise and (B) surrender of this Option (if required) (such
date, the “Option Share Delivery Date”). The Option Shares shall be deemed to have been issued, and Holder or any
other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as
of the date the Option has been exercised, with payment to the Company of the Exercise Price (or by cashless exercise, if permitted)
and all taxes required to be paid by the Holder, if any, pursuant to Section 2(d)(vi) prior to the issuance of such shares, having been
paid. If the Company fails for any reason to deliver to the Holder the Option Shares subject to a Notice of Exercise by the Option Share
Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Option Shares
subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day
(increasing to $20 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after
such Option Share Delivery Date until such Option Shares are delivered or Holder rescinds such exercise.


 


ii.                     
Delivery of New Options Upon Exercise. If this Option shall have been exercised in part, the
Company shall, at the request of a Holder and upon surrender of this Option certificate, at the time of delivery of the Option Shares,
deliver to the Holder a new Option evidencing the rights of the Holder to purchase the unpurchased Option Shares called for by this Option,
which new Option shall in all other respects be identical with this Option.


 


iii.                   
Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder
the Option Shares pursuant to Section 2(d)(i) by the Option Share Delivery
Date, then the Holder will have the right to rescind such exercise.


 




    	 	3	 



    	 



    




 


iv.                  
Compensation for Buy-In on Failure to Timely Deliver Option Shares Upon Exercise. In addition
to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Option Shares
pursuant to an exercise on or before the Option Share Delivery Date, and if after such date the Holder is required by its broker to purchase
(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver
in satisfaction of a sale by the Holder of the Option Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number
of Option Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price
at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the
portion of the Option and equivalent number of Option Shares for which such exercise was not honored (in which case such exercise shall
be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely
complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common
Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding
sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein
shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation,
a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common
Stock upon exercise of the Option as required pursuant to the terms hereof.


 


v.                  
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Option. As to any fraction of a share which the Holder would otherwise be entitled to purchase
upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal
to such fraction multiplied by the Exercise Price or round up to the next whole share.


 


vi.                  
Charges, Taxes, and Expenses. Issuance of Option Shares shall be made without charge to the
Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Option Shares, all of which taxes and expenses
shall be paid by the Company, and such Option Shares shall be issued in the name of the Holder or in such name or names


 




    	 	4	 



    	 



    

 


as may be directed by the Holder; provided,
however, that in the event that Option Shares are to be issued in a name other than the name of the Holder, this Option when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may
require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company
shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise.


 


vii.                  
Closing of Books. The Company will not close its stockholder books or records in any manner
that prevents the timely exercise of this Option, pursuant to the terms hereof.


 


e)                  
Holder’s Exercise Limitations. The Company shall not effect any exercise of this Option,
and a Holder shall not have the right to exercise any portion of this Option, pursuant to Section 2 or otherwise, to the extent that after
giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially
own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares
of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise
of this Option with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would
be issuable upon (i) exercise of the remaining, nonexercised portion of this Option beneficially owned by the Holder or any of its Affiliates
and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without
limitation, any other “Common Stock Equivalents”1) subject to a limitation on conversion or exercise analogous
to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence,
for purposes of this Section 2(e), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that
such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required
to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(e) applies, the determination of whether
this Option is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of
this Option is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to
be the Holder’s determination of whether this Option is exercisable (in relation to other securities owned by the Holder together
with any Affiliates) and of which portion of this Option is exercisable, in each case subject to the Beneficial Ownership Limitation,
and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination
as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and
regulations promulgated thereunder. For purposes


 





 


1
“Common Stock Equivalents” means any securities of the Company that would entitle the holder
thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant, or other
instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive,
shares of Common Stock.


 




    	 	5	 



    	 



    

 


of this Section 2(e), in determining the
number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A)
the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement
by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to
the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of the Company, including this Option, by the Holder or
its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership
Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance
of shares of Common Stock issuable upon exercise of this Option. The Holder, upon not less than 61 days’ prior notice to the Company,
may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(e), provided that the Beneficial Ownership Limitation
in no event exceeds 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares
of Common Stock upon exercise of this Option held by the Holder and the provisions of this Section 2(e) shall continue to apply. Any such
increase or decrease will not be effective until the 61st day after such notice is delivered to the Company. The provisions
of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e)
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Option.


 


Section 3.Certain
Adjustments.


 


a)                  
Stock Dividends and Splits. If the Company, at any time while this Option is outstanding:
(i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued
by the Company upon exercise of this Option), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii)
combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues
by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding
immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after
such event, and the number of shares issuable upon exercise of this Option shall be proportionately adjusted such that the aggregate Exercise
Price of this Option shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after
the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination, or re-classification.


 




    	 	6	 



    	 



    

 


b)                  
Subsequent Primary Equity Sales. If the Company or any Subsidiary thereof, as applicable,
at any time while this Option is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise
dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock
Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price”
and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common
Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to options, options or rights per share that are issued in connection with
such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price),
then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the
Base Share Price and the number of Option Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable
hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such
adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing,
no adjustments shall be made, paid, or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder,
in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject
to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and
other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the
Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is
entitled to receive a number of Option Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the
Base Share Price in the Notice of Exercise. If the Company enters into a “Variable Rate Transaction2,” the Company
shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such
securities may be converted or exercised. Notwithstanding anything to the contrary contained in this Section 3(b), the Base Share Price
shall not be less than ten cents ($0.136).


 


c)                  
Subsequent Secondary Equity Sales. If the daily average of the VWAP3 for the shares
of Common Stock for the 10 Trading Days immediately prior to an exercise of the


 





 


2
“Variable Rate Transaction” means, either or both of (a) an “Equity Line of Credit”
or similar agreement or (b) a Variable Priced Equity Linked Instrument. For purposes hereof, (i) “Equity Line of Credit”
means any transaction involving a written agreement between the Company and an investor or underwriter, whereby the Company has the right
to “put” its securities to the investor or underwriter over an agreed period of time and at future determined price or price
formula (other than customary “preemptive” or “participation” rights or “weighted average” or “full-ratchet”
anti- dilution provisions or in connection with fixed-price rights offerings and similar transactions that are not Variable Priced Equity
Linked Instruments) and (ii) “Variable Priced Equity Linked Instruments” means: (A) any debt or equity securities which are
convertible into, exercisable or exchangeable for, or carry the right to receive additional shares of Common Stock either (1) at any
conversion, exercise, or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for Common
Stock at any time after the initial issuance of such debt or equity security or


(2)
with a conversion, exercise, or exchange price that is subject to being reset on more than one occasion at some future date at any time
after the initial issuance of such debt or equity security due to a change in the market price of the Company’s Common Stock since
date of initial issuance (other than customary “preemptive” or “participation” rights or “weighted average”
or “full-ratchet” anti-dilution provisions or in connection with fixed-price rights offerings and similar transactions) and
(B) any amortizing convertible security that amortizes prior to its maturity date, in which the Company is required or has the option
to (or any investor in such transaction has the option to require the Company to) make such amortization payments in shares of Common
Stock that are valued at a price that is based upon and/or varies with the trading prices of or quotations for Common Stock at any time
after the initial issuance of such debt or equity security (whether or not such payments in shares of Common Stock are subject to certain
equity conditions).


3
“VWAP” means, for or as of any date, the dollar volume-weighted average price for the Common Stock on the principal securities
exchange or securities market on which the Common Stock is then traded) during the period beginning at 9:30:01 a.m., New York time, and
ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if
the foregoing does not apply, the dollar


 




    	 	7	 



    	 



    

 


Option
in whole or in part (the “VWAP Average Price”) is less than $2.00, then the then- current Exercise Price shall be temporarily
reduced for such exercise to an amount that is calculated in accordance with the dynamic Excel spreadsheet that accompanies the execution
copy of this Agreement (and certain static versions thereof are attached as Schedule A) and, in each such case, as calculated, the number
of Option Shares issuable hereunder solely for such exercise shall be increased in accordance with the formula set forth in such dynamic
Excel spreadsheet (such additional Option Shares, a “Sub-option”).4 The Holder need not exercise such Sub-option
in respect of such additional shares of Common Stock concurrently with the subject exercise and may exercise such Sub-option in whole
or in part at any time or from time-to-time thereafter through the Termination Date. Immediately upon such initial exercise at the temporarily
reduced Exercise Price, the Exercise Price for the balance of this Option shall be increased to an amount equivalent to the then-current
Exercise Price immediately preceding such exercise. Notwithstanding anything to the contrary contained in this Section 3(c), the temporarily
reduced Exercise Price shall not be less than ten cents ($0.136).


 


		d)	Reserved



 


e)                  
Pro Rata Distributions. During such time as this Option is outstanding, if the Company shall
declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Option, then, in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Option (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


 





 


volume-weighted average price of the Common
Stock in the over-the-counter market on the OTC Markets Group Inc. marketplace for the Common Stock during the period beginning at 9:30:01
a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price
is reported for the Common Stock by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask
price of any of the market makers for the Common Stock as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for the
Common Stock on such date on any of the foregoing bases, the VWAP of the Common Stock on such date shall be the fair market value as mutually
determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any stock dividend, stock split,
stock combination, recapitalization, or other similar transaction during such period.


4
A series of static Excel spreadsheets are attached as Schedule A, the embedded formula in which demonstrates
the calculation of the number of additional option shares that may result from changes to the VWAP Average Price. On the dynamic Excel
spreadsheet, the number of additional option shares has a collar that provides that the VWAP Average Price cannot exceed $2.00 and cannot
be less than approximately $0.140759; accordingly, it does not provide for any adjustment outside of the collar. The cap takes into account
the $2.00 referenced in this Section 3(c) and the approximate $0.140759 floor takes into account the $0.10 minimum temporary Exercise
Price. The static Excel spreadsheets also assume (but the dynamic Excel spreadsheet does not assume) that the entire option is exercised
all at once and provide a formulaic guidepost for the calculations (utilizing the dynamic Excel spreadsheet) of the number of additional
option shares issuable in the event of multiple partial exercises.


 




    	 	8	 



    	 



    

		f)	Fundamental Transaction. If, at any time while this Option is outstanding,



(i) the Company, directly or indirectly, in
one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly
or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of
its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their
shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv)
the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization
of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock
or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off
or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding
shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated
or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each,
a “Fundamental Transaction”), then, upon any subsequent exercise of this Option, the Holder shall have the right to
receive, for each Option Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental
Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Option), the number
of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of
the number of shares of Common Stock for which this Option is exercisable immediately prior to such Fundamental Transaction (without regard
to any limitation in Section 2(e) on the exercise of this Option). For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable
in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.
If holders of Common Stock are given any choice as to the securities, cash, or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Option following such
Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor
Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the
consummation of the Fundamental Transaction, purchase this Option from the Holder by paying to the Holder an amount of cash equal to the
Black Scholes Value of the remaining unexercised portion of this Option on the date of the consummation of such Fundamental Transaction.
“Black Scholes Value” means the value of this Option based on the Black and Scholes Option Pricing Model obtained from
the “OV” function on Bloomberg, L.P. (“Bloomberg”) determined as of the day of consummation of the applicable
Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for
a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date,
(B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the


 




    	 	9	 



    	 



    

 


HVT function on Bloomberg as of the Trading
Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in
such calculation shall be the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration,
if any, being offered in such Fundamental Transaction and (D) a remaining option time equal to the time between the date of the public
announcement of the applicable Fundamental Transaction and the Termination Date. The Company shall cause any successor entity in a Fundamental
Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of the Company under this Option and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to
written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay)
prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Option a security
of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Option which is exercisable
for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common
Stock acquirable and receivable upon exercise of this Option (without regard to any limitations on the exercise of this Option) prior
to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock
(but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such
shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic
value of this Option immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form
and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted
for (so that from and after the date of such Fundamental Transaction, the provisions of this Option and the other Transaction Documents
referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company
and shall assume all of the obligations of the Company under this Option and the other Transaction Documents with the same effect as if
such Successor Entity had been named as the Company herein.


 


g)                  
Calculations. All calculations under this Section 3 shall be made to the nearest cent or the
nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued
and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued
and outstanding.


 


		h)	Notice to Holder.



 


i.            
Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision
of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any
resulting adjustment to the number of Option Shares and setting forth a brief statement of the facts requiring such adjustment.


 


ii.            
Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other
distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption
of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or options to subscribe for
or purchase any shares of capital stock of any class or of any


 




    	 	10	 



    	 



    

 


rights, (D) the approval of any stockholders
of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the
Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby
the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the
Holder at its last address as it shall appear upon the Option Register of the Company, at least 20 calendar days prior to the applicable
record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, redemption, rights or options, or if a record is not to be taken, the date as of which the holders of the Common
Stock of record to be entitled to such dividend, distributions, redemption, rights or options are to be determined or (y) the date on
which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the
date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock
for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, or share exchange;
provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate
action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public
information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant
to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Option during the period commencing on the date of
such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.


 


Section 4.Transfer
of Option.


 


a)                  
Transferability. This Option and all rights hereunder (including, without limitation, any
registration rights) are transferable, in whole or in part, upon surrender of this Option at the principal office of the Company or its
designated agent, together with a written assignment of this Option substantially in the form attached hereto duly executed by the Holder
or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and deliver a new Option or Options in the name of the assignee or assignees,
as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a
new Option evidencing the portion of this Option not so assigned, and this Option shall promptly be cancelled. Notwithstanding anything
herein to the contrary, the Holder shall not be required to physically surrender this Option to the Company unless the Holder has assigned
this Option in full, in which case, the Holder shall surrender this Option to the Company within three (3) Trading Days of the date the
Holder delivers an assignment form to the Company assigning this Option full. The Option, if properly assigned in accordance herewith,
may be exercised by a new holder for the purchase of Option Shares without having a new Option issued.


 


b)                  
New Options. This Option may be divided or combined with other Options upon presentation hereof
at the aforesaid office of the Company, together with a written


 




    	 	11	 



    	 



    

 


notice specifying the names and denominations
in which new Options are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any
transfer which may be involved in such division or combination, the Company shall execute and deliver a new Option or Options in exchange
for the Option or Options to be divided or combined in accordance with such notice. All Options issued on transfers or exchanges shall
be dated the Initial Exercise Date and shall be identical with this Option except as to the number of Option Shares issuable pursuant
thereto.


 


c)                  
Option Register. The Company shall register this Option, upon records to be maintained by
the Company for that purpose (the “Option Register”), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Option as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.


 


d)                  
Transfer Restrictions. If, at the time of the surrender of this Option in connection with
any transfer of this Option, the transfer of this Option shall not be either (i) registered pursuant to an effective registration statement
under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-
of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing
such transfer, that the transferee of this Option shall agree in writing to be bound by the terms hereof and shall have the rights and
obligations of a holder of this Option.


 


e)                  
Representation by the Holder. The Holder, by the acceptance hereof, represents and options
that it is acquiring this Option and, upon any exercise hereof, will acquire the Option Shares issuable upon such exercise, for its own
account and not with a view to or for distributing or reselling such Option Shares or any part thereof in violation of the Securities
Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.


 


Section 5. Miscellaneous.


 


a)                  
No Rights as Stockholder Until Exercise. This Option does not entitle the Holder to any voting
rights, dividends, or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except
as expressly set forth in Section 3.


 


b)                  
Loss, Theft, Destruction, or Mutilation of Option. The Company covenants that upon receipt
by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Option or any stock certificate
relating to the Option Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which,
in the case of the Option, shall not include the posting of any bond), and upon surrender and cancellation of such Option or stock certificate,
if mutilated, the Company will make and deliver a new Option or stock certificate of like tenor and dated as of such cancellation, in
lieu of such Option or stock certificate.


 


c)                  
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action
or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may
be exercised on the next succeeding Business Day.


 


		d)	Authorized Shares.



 




    	 	12	 



    	 



    

 


The Company covenants
that, during the period the Option is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Option Shares upon the exercise of any purchase rights under this Option. The Company further
covenants that its issuance of this Option shall constitute full authority to its officers who are charged with the duty of issuing the
necessary Option Shares upon the exercise of the purchase rights under this Option. The Company will take all such reasonable action as
may be necessary to assure that such Option Shares may be issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Option Shares which
may be issued upon the exercise of the purchase rights represented by this Option will, upon exercise of the purchase rights represented
by this Option and payment for such Option Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable
and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


Except and to the
extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate
of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, but will at all times
in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to
protect the rights of Holder as set forth in this Option against impairment. Without limiting the generality of the foregoing, the Company
will (i) not increase the par value of any Option Shares above the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally
issue fully paid and nonassessable Option Shares upon the exercise of this Option, and (iii) use commercially reasonable efforts to obtain
all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable
the Company to perform its obligations under this Option.


 


Before taking any action
which would result in an adjustment in the number of Option Shares for which this Option is exercisable or in the Exercise Price, the
Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.


 


e)                  
Jurisdiction. This Option shall be governed by and construed in accordance with the laws of
the State of Florida, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Courts
of the State of Florida located in the City of Miami, County of Miami-Dade, and the U.S. District Court for the Southern District of Florida
in connection with any dispute arising under this Option and hereby waives, to the maximum extent permitted by law, any objection, including
any objection based on forum non conveniens, to the bringing of any such proceeding in such jurisdictions. THE PARTIES HEREBY KNOWINGLY,
VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS OPTION OR ANY COURSE
OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.


 




    	 	13	 



    	 



    




 


f)                   
Restrictions. The Holder acknowledges that the Option Shares acquired upon the exercise of
this Option, if not registered and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state
and federal securities laws.


 


g)                  
Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right
hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers, or remedies,
notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to
comply with any provision of this Option, which results in any material damages to the Holder, the Company shall pay to the Holder such
amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including
those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of
its rights, powers or remedies hereunder.


 


h)                  
Notices. Any notices, consents, waivers or other communications required or permitted to be
given under the terms of this Option must be in writing and will be deemed to have been delivered upon: (i) receipt, when delivered personally,
(ii) one Trading Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed
to the party to receive the same, or (iii) receipt, when sent by electronic mail (provided that the electronic mail transmission is not
returned in error or the sender is not otherwise notified of any error in transmission. The address and email address of the Holder for
such communications appear on the books of the Company and the address and email address of the Company for such communications appear
on its filings with the SEC and on its website. Alternative addresses and e-mail addresses can be provided by written notice given to
each other party three Trading Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient
of such notice, consent, waiver or other communication, (ii) mechanically or electronically generated by the sender’s computer containing
the time, date, recipient’s electronic mail address and the text of such electronic mail or (iii) provided by a nationally recognized
overnight delivery service, shall be rebuttable evidence of personal service, receipt by electronic mail or receipt from a nationally
recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


i)                    
Limitation of Liability. No provision hereof, in the absence of any affirmative action by
the Holder to exercise this Option to purchase Option Shares, and no enumeration herein of the rights or privileges of the Holder, shall
give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability
is asserted by the Company or by creditors of the Company.


 


j)                    
Remedies. The Holder, in addition to being entitled to exercise all rights granted by law,
including recovery of damages, will be entitled to specific performance of its rights under this Option. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Option and hereby
agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.


 




    	 	14	 



    	 



    

 


k)                  
Successors and Assigns. Subject to applicable securities laws, this Option and the rights
and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company
and the successors and permitted assigns of Holder. The provisions of this Option are intended to be for the benefit of any Holder from
time to time of this Option and shall be enforceable by the Holder or holder of Option Shares.


 


l)                    
Amendment. This Option may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.


 


m)                
Severability. Wherever possible, each provision of this Option shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Option shall be prohibited by or invalid under
applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder
of such provisions or the remaining provisions of this Option.


 


n)                  
Headings. The headings used in this Option are for the convenience of reference only and shall
not, for any purpose, be deemed a part of this Option.


 


********************


 


 


(Signature Page Follows)


 




    	 	15	 



    	 



    

 


IN WITNESS WHEREOF, the Company has caused
this Option to be executed by its officer thereunto duly authorized as of the 28th day of September, 2022.


 








 





	 	IQSTEL INC.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ Leandro Iglesias
			Leandro Iglesias, Chief Executive Officer



 




    	 	16	 



    	 



    

EXHIBIT A


 


 


NOTICE OF EXERCISE


 


TO:IQSTEL INC.


 


(1)    
The undersigned hereby elects to purchase Option
Shares of the Company pursuant to the terms of the attached Option (only if exercised in full), and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.


 


(2)    
Payment shall take the form of (check applicable
                                                                                                                                                                                                         box):


 





[ ] if lawful money of the United
States; or


 


[ ] if permitted the cancellation of
such number of Option Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Option with
respect to the maximum number of Option Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).


 


(3)    
Please issue said Option Shares in the name of the undersigned or in such other name as is specified
below:


 


	 	 	 






 


 





The Option Shares shall be delivered to the following DWAC Account
Number:


 





	 	 	 
	 	 	 
	 	 	 












 


(4)    
Accredited Investor. The undersigned is an “accredited investor” as defined in
Regulation D promulgated under the Securities Act of 1933, as amended.


 


 


Name of Holder: __________________________________


 


 


 


Signature of Authorized Signatory
of Holder: _______________________


Name of Authorized
Signatory: _____________________________


Title of Authorized
Signatory: ______________________________


Date: _______________


 
















    	 	17	 



    	 



    

EXHIBIT B


 


 


ASSIGNMENT
FORM


 


(To assign the foregoing Option, execute this form and supply required
information. Do not use this form to purchase shares.)


FOR
VALUE RECEIVED, the foregoing Option and all rights evidenced thereby are hereby assigned to 








	 	Name:	 	 
	 	 	(Please Print)	 
	 	 	 	 
	 	Address:	 	 
	 	 	(Please Print)	 






 


Dated: _______   __, ____


 


Holder’s Signature: ________________________


 


Holder’s Address: _________________________









    	 	18	 



    	 



    







 


	Option
    Right	$	500,000	 	 	 	 
	Option
    Shares Base	$	4,800,000	 	 	 	 
	Option
    Exercise Price	$	2	 	 	 	 
	Option
    Value	$	9,600,000	 	 	 	 



 


	 	 	 	 	 	 
	Market Price	Bellow $1.5	Between $1.501 and <$2.00	Above $2.01	 	 
	Option Discount	32%	16%	0%	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	A = VWAP (Market Value)	% Discount	B = New Exercise Price	Adjusted Option Shares	CashLess Shares	CashLess Value
	$0.200	32%	$0.136	48,000,000	15,360,000	$3,072,000
	$0.300	32%	$0.204	32,000,000	10,240,000	$3,072,000
	$0.400	32%	$0.272	24,000,000	7,680,000	$3,072,000
	$0.500	32%	$0.340	19,200,000	6,144,000	$3,072,000
	$0.600	32%	$0.408	16,000,000	5,120,000	$3,072,000
	$0.700	32%	$0.476	13,714,286	4,388,571	$3,072,000
	$0.800	32%	$0.544	12,000,000	3,840,000	$3,072,000
	$0.900	32%	$0.612	10,666,667	3,413,333	$3,072,000
	$1.000	32%	$0.680	9,600,000	3,072,000	$3,072,000
	$1.100	32%	$0.748	8,727,273	2,792,727	$3,072,000
	$1.200	32%	$0.816	8,000,000	2,560,000	$3,072,000
	$1.300	32%	$0.884	7,384,615	2,363,077	$3,072,000
	$1.400	32%	$0.952	6,857,143	2,194,286	$3,072,000
	$1.500	32%	$1.020	6,400,000	2,048,000	$3,072,000
	$1.600	16%	$1.344	6,000,000	960,000	$1,536,000
	$1.700	16%	$1.428	5,647,059	903,529	$1,536,000
	$1.800	16%	$1.512	5,333,333	853,333	$1,536,000
	$1.900	16%	$1.596	5,052,632	808,421	$1,536,000


 


 


 


SCHEDULE A






    	 	19