REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS
AGREEMENT (this “Agreement”), dated as of April 5, 2022, is by and between IQSTEL Inc., a Nevada corporation (the
“Company”), and Apollo Management Group, Inc., a Florida corporation (the “Investor”).


 


WHEREAS:


 


A.                 
In connection with the Common Stock Purchase Option granted by the Company in favor of the Investor
(the “Option”), the Company has agreed, upon the terms and subject to the conditions contained therein, to issue
and sell to the Investor that number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”),
set forth therein (as exercised, the “Option Stock”). Capitalized terms not defined herein shall have the meanings
ascribed to them in the Option.


 


B.                 
To induce the Investor to purchase the Option, the Company has agreed to provide certain registration
rights under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, or any similar successor statute
(collectively, the “Securities Act”), and applicable state securities laws and other rights as provided for herein.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Investor hereby agree as follows:


 


		1.	DEFINITIONS.



 


As used in this Agreement, the following terms shall have the following
meanings:


 


(a)                
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder, or any similar successor statute.


 


(b)                
“Person” means a corporation, a limited liability company, an association, a partnership,
an organization, a business, an individual, a governmental or political subdivision thereof, or a governmental agency.


 


(c)                
“Prospectus” means the prospectus included in a Registration Statement (including,
without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated
by reference in such Prospectus.


 


(d)                
“Registrable Securities” means all of (i) the shares of Option Stock issuable
upon exercise of the Option (without giving effect to any limitations on exercise set forth in the Option).


 


(e)                
“Registration Statement” means any registration statement of the Company, including
the Prospectus, amendments, and supplements to such registration statement or Prospectus, including post-effective amendments, all exhibits
thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.


 




    	 		 



    	 



    

 





		(f)	“Rule 144” means Rule 144 under the Securities Act or any
successor rule thereto.



 


		(g)	“SEC” means the Securities and Exchange Commission or any
other federal



agency administering the Securities Act and the Exchange Act at the
time.


 


		(h)	“Securities Act” shall have the meaning set forth in the
Recitals above.



 


		2.	REGISTRATION.



 


(a)                
The Company’s registration obligations set forth in this Section 2 including its obligations
to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration
Statement that have been declared effective shall begin on the Grant Date and continue until all of the Registrable Securities have been
sold or may permanently be sold without any restrictions pursuant to Rule 144, as determined by the counsel to the Company pursuant to
a written opinion letter to such effect, addressed and acceptable to the Company’s transfer agent and to the Investor (the “Registration
Period”).


 


(b)                 Piggy-Back
Registrations. If at any time there is not an effective Registration Statement covering all of the Registrable Securities and
the Company proposes to register the offer and sale of any shares of its Common Stock under the Securities Act (other than a
registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or
sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement), (ii)
pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the
Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar
plan), whether for its own account or for the account of one or more stockholders of the Company and the form of Registration
Statement to be used may be used for any registration of Registrable Securities, the Company shall give prompt written notice (in
any event no later than five (5) days prior to the filing of such Registration
Statement) to the holders of Registrable Securities of its intention to effect such a registration and shall include in such
registration all Registrable Securities with respect to which the Company has received written requests for inclusion from the
holders of Registrable Securities; provided, however, that, the Company shall not be required to register any
Registrable Securities pursuant to this Section 2(b) that have been sold or may permanently be sold without any restrictions
pursuant to Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the Investor.


 


		3.	RELATED OBLIGATIONS.



 


(a)                
The Company shall, not less than three (3) Trading Days prior to the filing of each Registration
Statement and not less than one (1) Trading Day prior to the filing of any related amendments and supplements to all Registration Statements
(except for Annual Reports on Form 10-K), furnish to the Investor copies of all such documents proposed to be filed, which documents (other
than those incorporated or deemed to be incorporated by reference) will be subject to the reasonable and prompt review of such Investor.
The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto to which the Investor
shall reasonably object in good faith; provided, that, the Company is notified of such objection in writing no later than
two (2) Trading Days after the Investor have been so furnished copies of a Registration Statement.


 




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(b)                
The Company shall furnish to the Investor, without charge, (i) at least one (1) copy of such Registration
Statement, as declared effective by the SEC and any amendment(s) thereto, including financial statements and schedules, all documents
incorporated therein by reference, all exhibits, and each preliminary prospectus, (ii) ten (10) copies of the final prospectus included
in such Registration Statement and all amendments and supplements thereto (or such other number of copies as the Investor may reasonably
request), and (iii) such other documents, which are not publicly available through EDGAR, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable Securities owned by the Investor.


 


(c)                
The Company shall use its best efforts to (i) register and qualify the Registrable Securities covered
by a Registration Statement under such other securities or “blue sky” laws of such jurisdictions in the United States as
the Investor reasonably requests, (ii) prepare and file in those jurisdictions, such amendments (including post-effective amendments)
and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof during the Registration
Period, (iii) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during
the Registration Period, and (iv) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for
sale in such jurisdictions; provided, however, that the Company shall not be required in connection therewith or as a condition
thereto to (w) make any change to its Certificate of Incorporation or By-laws, (x) qualify to do business in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(c), (y) subject itself to general taxation in any such jurisdiction,
or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify the Investor of the receipt
by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable Securities
for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt of actual notice
of the initiation or threat of any proceeding for such purpose.


 


(d)                
As promptly as practicable after becoming aware of such event or development, the Company shall notify
the Investor in writing of the happening of any event as a result of which the Prospectus included in a Registration Statement, as then
in effect, includes an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they were made, not misleading (provided that in no event shall
such notice contain any material, nonpublic information), and promptly prepare a supplement or amendment to such Registration Statement
to correct such untrue statement or omission, and deliver ten (10) copies of such supplement or amendment to the Investor. The Company
shall also promptly notify the Investor in writing (i) when a Prospectus or any Prospectus supplement or post-effective amendment has
been filed, and when a Registration Statement or any post-effective amendment has become effective (notification of such effectiveness
shall be delivered to the Investor by facsimile on the same day of such effectiveness), (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, and (iii) of the Company’s reasonable determination
that a post-effective amendment to a Registration Statement would be appropriate.


 


(e)                
The Company shall use its best efforts to prevent the issuance of any stop order or other suspension
of effectiveness of a Registration Statement, or the suspension of the qualification of any of the Registrable Securities for sale in
any jurisdiction within the United States of America and, if such an order or suspension is issued, to obtain the withdrawal of such order
or suspension at the earliest possible moment and to notify the Investor of the issuance of such order and the resolution thereof or its
receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 




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(f)                 
If, after the execution of this Agreement, an Investor believes, after consultation with its legal
counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of the Investor, the Company
shall furnish to the Investor, on the date of the effectiveness of the Registration Statement and thereafter from time to time on such
dates as an Investor may reasonably request, (i) a letter, dated such date, from the Company’s independent certified public accountants
in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering
and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such Registration Statement, in form,
scope, and substance as is customarily given in an underwritten public offering, addressed to the Investor. Upon the request of the documents
discussed above pursuant to this Section 3(f), the Investor shall provide documents to the Company typically provided by an underwriter
of its securities in form, scope, and substance as is customarily given in an underwritten public offering, including an opinion of counsel
representing the Investor for purposes of such Registration Statement, addressed to the Company.


 


(g)                
If, after the execution of this Agreement, an Investor believes, after consultation with its legal
counsel, that it could reasonably be deemed to be an underwriter of Registrable Securities, at the request of the Investor, the Company
shall make available for inspection by (i) the Investor and (ii) one (1) firm of accountants or other agents retained by the Investor
(collectively, the “Inspectors”) all pertinent financial and other records, and pertinent corporate documents and properties
of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each Inspector, and cause
the Company’s officers, directors, and employees to supply all information that any Inspector may reasonably request; provided,
however, that each Inspector shall agree, and the Investor hereby agrees, to hold in strict confidence and shall not make any disclosure
(except to an Investor) or use any Record or other information that the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement
or omission in any Registration Statement or is otherwise required under the Securities Act, (b) the release of such Records is ordered
pursuant to a final, non-appealable subpoena or order from a court or government body of competent jurisdiction, or (c) the information
in such Records has been made generally available to the public other than by disclosure in violation of this or any other agreement of
which the Inspector and the Investor has knowledge. The Investor agrees that it shall, upon learning that disclosure of such Records is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective order for, the Records
deemed confidential.


 


(h)                
The Company shall hold in confidence and not make any disclosure of information concerning the Investor
provided to the Company unless (i) disclosure of such information is necessary to comply with federal or state securities laws, (ii) the
disclosure of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement, (iii) the release
of such information is ordered pursuant to a subpoena or other final, non- appealable order from a court or governmental body of competent
jurisdiction, or (iv) such information has been made generally available to the public other than by disclosure in violation of this Agreement
or any other agreement. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to the Investor
and allow the Investor, at the Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, such information.


 




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(i)                  
The Company shall use its best efforts to cause all the Registrable Securities to be listed on each
securities exchange on which the Common Stock is then listed. The Company shall pay all fees and expenses in connection with satisfying
its obligation under this Section 3(i).


 


(j)                  
The Company shall cooperate with the holders of the Registrable Securities to facilitate the timely
preparation and delivery of certificates representing the Registrable Securities to be sold pursuant to such Registration Statement or
Rule 144 free of any restrictive legends and representing such number of shares of Common Stock and registered in such names as the holders
of the Registrable Securities may reasonably request a reasonable period of time prior to sales of Registrable Securities pursuant to
such Registration Statement or Rule; provided, that the Company may satisfy its obligations hereunder without issuing physical
stock certificates through the use of The Depository Trust Company’s Direct Registration System.


 


(k)                
The Company shall use its best efforts to cause the Registrable Securities to be registered with
or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable Securities.


 


(l)                  
The Company shall otherwise use its best efforts to comply with all applicable rules and regulations
of the SEC in connection with any registration hereunder.


 


(m)              
Within two (2) business days after a Registration Statement that covers Registrable Securities is
declared effective by the SEC, the Company shall deliver, and shall cause legal counsel for the Company to deliver, to the transfer agent
for such Registrable Securities (with copies to the Investor ) confirmation that such Registration Statement has been declared effective
by the SEC in the form attached hereto as Exhibit A.


 


(n)                
The Company shall take all other reasonable actions necessary to expedite and facilitate disposition
by the Investor of Registrable Securities pursuant to a Registration Statement.


 


		4.	OBLIGATIONS OF THE INVESTOR.



 


(a)                
The Investor agrees that, upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 3(d), the Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended
prospectus contemplated by Section 3(d) or receipt of notice that no supplement or amendment is required. Notwithstanding anything to
the contrary, the Company shall cause its transfer agent to deliver unlegended certificates for shares of Common Stock to a transferee
of an Investor in accordance with the terms of the Option in connection with any sale of Registrable Securities with respect to which
an Investor has entered into a contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of
any event of the kind described in Section 3(d) and for which the Investor has not yet settled.


 


(b)                
The Investor covenants and agrees that it will comply with the prospectus delivery requirements of
the Securities Act as applicable to it or an exemption therefrom in connection with sales of Registrable Securities pursuant to the Registration
Statement.


 




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		5.	EXPENSES OF REGISTRATION.



 


All expenses incurred by
the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable
Securities shall be paid by the Company, including, without limitation, all registration, listing and qualifications fees, printers, fees,
and expenses of the Company’s counsel and accountants (except legal fees of Investor’s counsel associated with the review
of the Registration Statement).


 


		6.	INDEMNIFICATION.



 


With respect to Registrable
Securities that are included in a Registration Statement under this Agreement:


 


(a)                
To the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless
and defend the Investor, the directors, officers, partners, employees, agents, representatives of, and each Person, if any, who controls
the Investor within the meaning of the Securities Act or the Exchange Act (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paid
in settlement, or expenses, joint or several (collectively, “Claims”) incurred in investigating, preparing, or defending
any action, claim, suit, inquiry, proceeding, investigation, or appeal taken from the foregoing by or before any court or governmental,
administrative, or other regulatory agency, body, or the SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to which any of them may become subject insofar as such Claims (or
actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement
or alleged untrue statement of a material fact in a Registration Statement or any post-effective amendment thereto or in any filing made
in connection with the qualification of the offering under the securities or other “blue sky” laws of any jurisdiction in
which Registrable Securities are offered (a “Blue Sky Filing”), or the omission or alleged omission to state a material
fact required to be stated therein or necessary to make the statements therein not misleading; (ii) any untrue statement or alleged untrue
statement of a material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof
or supplement thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements
made therein, in light of the circumstances under which the statements therein were made, not misleading; or (iii) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement
(the matters in the foregoing clauses (i) through (iii) being, collectively, “Violations”). The Company shall reimburse
the Investor and each such controlling person promptly as such expenses are incurred and are due and payable for any legal fees, or disbursements
or other reasonable expenses incurred by them in connection with investigating or defending any such Claim. Notwithstanding anything to
the contrary contained herein, the indemnification agreement contained in this Section 6(a): (x) shall not apply to a Claim by an Indemnified
Person arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to
the Company by such Indemnified Person expressly for use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (y) shall not be available to the extent such Claim is based on a failure of the Investor to
deliver or to cause to be delivered the prospectus made available by the Company, if such prospectus was timely made available by the
Company pursuant to Section 3(c); and (z) shall not apply to amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed, denied, or conditioned. Such indemnity
shall remain in full force and effect regardless of any investigation made
by or on behalf of the Indemnified Person.


 




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(b)                
In connection with a Registration Statement, the Investor agrees to indemnify, hold harmless, and
defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors, each of its officers,
employees, representatives, or agents and each Person, if any, who controls the Company within the meaning of the Securities Act or the
Exchange Act (each, an “Indemnified Party”), against any Claim or Indemnified Damages to which any of them may become
subject, under the Securities Act, the Exchange Act, or otherwise, insofar as such Claim or Indemnified Damages arise out of or is based
upon any Violation, in each case to the extent, and only to the extent, that such Violation occurs in reliance upon and in conformity
with written information furnished to the Company by the Investor expressly for use in connection with such Registration Statement; and,
subject to Section 6(d), the Investor will reimburse any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 6(b) and the agreement
with respect to contribution contained in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected
without the prior written consent of the Investor, which consent shall not be unreasonably withheld, delayed, denied, or conditioned;
provided, further, however, that the Investor shall be liable under this Section 6(b) for only that amount of a Claim
or Indemnified Damages as does not exceed the net proceeds to the Investor as a result of the sale of Registrable Securities pursuant
to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf
of such Indemnified Party. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this
Section 6(b) with respect to any prospectus shall not inure to the benefit of any Indemnified Party if the untrue statement or omission
of material fact contained in the prospectus was corrected and such new prospectus was delivered to the Investor prior to the Investor’s
use of the prospectus to which the Claim relates.


 


(c)                
Promptly after receipt by an Indemnified Person or Indemnified Party under this Section 6 of notice
of the commencement of any action or proceeding (including any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver
to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnified Person or the Indemnified Party,
as the case may be; provided, however, that an Indemnified Person or Indemnified Party shall have the right to retain its
own counsel with the fees and expenses of not more than one (1) counsel for such Indemnified Person or Indemnified Party to be paid by
the indemnifying party, if, in the reasonable opinion of counsel retained by the indemnifying party, the representation by such counsel
of the Indemnified Person or Indemnified Party and the indemnifying party would be inappropriate due to actual or potential differing
interests between such Indemnified Person or Indemnified Party and any other party represented by such counsel in such proceeding. The
Indemnified Party or Indemnified Person shall cooperate fully with the indemnifying party in connection with any negotiation or defense
of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person which relates to such action or claim. The indemnifying party shall keep the Indemnified
Party or Indemnified Person fully apprised at all times as to the status of the defense or any settlement negotiations with respect thereto.
No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior


 




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written consent; provided, however,
that the indemnifying party shall not unreasonably withhold, delay, deny, or condition its consent. No indemnifying party shall, without
the prior written consent of the Indemnified Party or Indemnified Person, consent to entry of any judgment or enter into any settlement
or other compromise that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified
Party or Indemnified Person of a release from all liability in respect to such claim or litigation. Following indemnification as provided
for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person with respect to
all third parties, firms, or corporations relating to the matter for which indemnification has been made. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this Section 6, except to the extent that the indemnifying party
is prejudiced in its ability to defend such action.


 


(d)                
The indemnification required by this Section 6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense, as and when bills are received or Indemnified Damages are incurred.


 


(e)                
The indemnity agreements contained herein shall be in addition to (i) any cause of action or similar
right of the Indemnified Party or Indemnified Person against the indemnifying party or others and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.


 


		7.	CONTRIBUTION.



 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however,
that: (i) no seller of Registrable Securities guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any seller of Registrable Securities who was not guilty of fraudulent misrepresentation and
(ii) contribution by any seller of Registrable Securities shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


 


		8.	REPORTS UNDER THE EXCHANGE ACT.



 


With a view to making available
to the Investor the benefits of Rule 144 promulgated under the Securities Act or any similar rule or regulation of the SEC that may at
any time permit the Investor to sell securities of the Company to the public without registration and, as a material inducement to the
Investor’s purchase of the Option, the Company represents, warrants, and covenants to the following:


 


(a)                
The Company is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act and
has filed all required reports under section 13 or 15(d) of the Exchange Act during the 12 months prior to the date hereof (or for such
shorter period that the issuer was required to file such reports), other than Form 8-K reports.


 


(b)                
During the Registration Period, the Company shall file with the SEC in a timely manner all required
reports under section 13 or 15(d) of the Exchange Act (it being understood that nothing herein shall limit the Company’s obligations
under the Option) and such reports shall conform to the requirement of the Exchange Act and the SEC for filing thereunder.


 




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(c)                
The Company shall furnish to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, (ii) a copy of
the most recent Annual Report on From 10-K or Quarterly Report on Form 10-Q of the Company and such other reports and documents so filed
by the Company, and (iii) such other information as may be reasonably requested to permit the Investor to sell such securities pursuant
to Rule 144 without registration.


 


		9.	AMENDMENT OF REGISTRATION RIGHTS.



 


Provisions of this Agreement
may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively),
only with the written consent of the Company and Investor. Any amendment or waiver effected in accordance with this Section 9 shall be
binding upon the Investor and the Company. No such amendment shall be effective if it applies to fewer than all of the holders of the
Registrable Securities. No consideration shall be offered or paid to any Person to amend or consent to a waiver or modification of any
provision of any of this Agreement unless the same consideration also is offered to all of the parties to this Agreement.


 


		10.	MISCELLANEOUS.



 


(a)                
A Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed
to own of record such Registrable Securities or owns the right to receive the Registrable Securities. If the Company receives conflicting
instructions, notices, or elections from two (2) or more Persons with respect to the same Registrable Securities, the Company shall act
upon the basis of instructions, notice, or election received from the registered owner of such Registrable Securities.


 


(b)                
Any notices, consents, waivers or other communications required or permitted to be given under the
terms of this Agreement 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 Investor 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.


 


(c)                
Failure of any party to exercise any right or remedy under this Agreement or otherwise, or delay
by a party in exercising such right or remedy, shall not operate as a waiver thereof.


 


(d)                
This Agreement 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,


 




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County of Miami-Dade, and the U.S. District
Court for the Southern District of Florida in connection with any dispute arising under this Agreement 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 AGREEMENT 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.


 


(e)                
This Agreement shall inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.


 


(f)                 
The headings in this Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.


 


(g)                
This Agreement may be executed in identical counterparts, each of which shall be deemed an original
but all of which shall constitute one and the same agreement. This Agreement, once executed by a party, may be delivered to the other
party hereto as an attachment to an e-mail of a copy of this Agreement bearing the signature of the party so delivering this Agreement.


 


(h)                
Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments, and documents, as the other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(i)                  
The language used in this Agreement will be deemed to be the language chosen by the parties to express
their mutual intent and no rules of strict construction will be applied against any party.


 


(j)                  
This Agreement is intended for the benefit of the parties hereto and their respective permitted successors
and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.


 




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IN WITNESS WHEREOF, the Investor
and the Company have caused their signature page to this Registration Rights Agreement to be duly executed as of the date first above
written.


 


 


	 	COMPANY:
	 	IQSTEL INC.
	 	 	 
	 	By:	/s/ Leandro Iglesias
		Name:	 Leandro Iglesias
	 	Title:	CEO
	 	 	 
	 	 	 
	 	INVESTOR:
	 	APOLLO MANAGEMENT GROUP, INC.
	 	 	 
	 	By:	/s/ Yohane Naraine
	 	Name:	Yohane Naraine
	 	Title:	President






 







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EXHIBIT A


 


FORM OF NOTICE OF EFFECTIVENESS 


OF
REGISTRATION STATEMENT


 


 


Attention:


 


Re:IQSTEL INC.


 


Ladies and Gentlemen:


 


We are counsel to
IQSTEL INC., a Nevada corporation (the “Company”), and have represented the Company in connection with that
certain Common Stock Purchase Option (the “Option”) granted by the Company in favor of the Investor (the “Option”),
pursuant to which the Company has agreed, upon the terms and subject to the conditions contained therein, to issue and sell to the
Investor that number of shares of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), set forth therein (as exercised, the “Option Stock”). In connection with the Option, the
Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights
Agreement”), pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined
in the Registration Rights Agreement) under the Securities Act of 1933, as amended (the “Securities Act”). In
connection with the Company’s obligations under the Registration Rights Agreement, on ___________202__, the Company filed a
Registration Statement on Form S-1 (File No. 333-___________) (the “Registration Statement”) with the Securities and
Exchange Commission (the “SEC”) relating to the Registrable Securities, which names each of the Investor as a
selling stockholder thereunder.


 


In connection with
the foregoing, we advise you that a member of the SEC’s staff has advised us by telephone that the SEC has entered an order declaring
the Registration Statement effective under the Securities Act at [ENTER TIME OF EFFECTIVENESS] on [ENTER DATE OF EFFECTIVENESS]
and we have no knowledge, after telephonic inquiry of a member of the SEC’s staff, that any stop order suspending its effectiveness
has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities
are available for resale under the Securities Act pursuant to the Registration Statement.


 


Very truly yours,


 


[Clark Hill PLC]


 


 


 


By: ___________________________


cc:Apollo Management
Group, Inc.






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