PURCHASE COMPANY
AGREEMENT 


This PURCHASE COMPANY
AGREEMENT ("Agreement") is made as of the April 21st, 2022, (the "Signing Date") between iQSTEL Inc.
a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with
its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer"),
and Jose Ramon Olivar, US Citizen, Passport Number 524857155, current CEO of SMARTBIZ TELECOM LLC, and Eduardo Borrero, US Citizen,
Passport Number 505495245, current CFO of SMARTBIZ TELECOM LLC, now and hereafter the Sellers, both acting as the Members holding the
totality of the membership interest of SMARTBIZ TELECOM LLC, a Florida limited liability company, with principal office at 14230 SW 57th
Lane, Suite 106-B, Miami, FL 33183 ("the Company”), regarding the sale by Sellers
and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of the Company.


RECITALS: 


Sellers are the owners of 100% of the Membership Interest (Capital
Stock) of the Company. The parties previously entered into a Memorandum of Understanding (MOU) signed between the parties on November
18, 2021 for the sale of the 51% of the Membership Interest (Capital Stock) of the Company.


 


Jose Ramon Olivar and Eduardo Borrero each owns 50% of the Membership
Interest (Capital Stock) of The Company. The Company provides telecommunication services, dedicated to VoIP business for wholesale and
retail market. The Company is fully operational with equipment, platforms and applications (Hardware and Software).


 


Buyer desires to purchase, and Sellers desire to sell in conjunction
51% of the Membership Interest (Capital Stock) of the Company, buying from both current owners an equal percentage of the Membership Interest
(Capital Stock), pursuant to the terms and provisions of this Agreement.


 


IN CONSIDERATION
of the mutual covenants, agreements, representations, and warranties contained in this Agreement the parties agree as follows: 


1. DEFINITIONS.



Signing Purchase
Agreement (Signing Date): Corresponds to the moment in which the Purchase Agreement is signed, which will implicitly mean all
acquisition terms are already accepted by Sellers and Buyer. Even though the ownership of the 51% of the Membership Interest (Capital
Stock) of the Company has not been transferred to Buyer, there is a firm commitment to do so within the terms of this contract. In the
same way, from the Signing Date, it will not be possible to sell, alienate, indebt, distribute dividends of the Company, assets or bank
accounts, without the express authorization of Buyer. Sellers are committed to maintaining the Company in full and complete operability
for the normal operations of the business as usual. The parties agree that the Execution Date (Closing Date) will not be later than
May 1st, 2022.




    	 		 



    	 



    

 


Transfer of the
51% of the Membership Interest to Buyer (Closing Date): Corresponds to the moment in which the 51% of the Membership
Interest (Capital Stock) of the Company is transferred to the Buyer. This closing date
must comply with the conditions at the closing date. The Parties agree that the Closing Date will not be later than June 1st, 2022.


2. PURCHASE AND
SALE. 


Subject to terms
and conditions of this Agreement and upon the basis of the covenants, representations and warranties of Sellers as set forth below, Sellers
agree to sell to Buyer and Buyer agrees to purchase from Sellers the 51% of the Membership
Interest (Capital Stock) of the Company. The Sellers and the Buyer have agreed that: 


The total purchase
price of the 51% of the Membership Interest (Capital Stock) of
the Company is ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS (US$ 1,800,000.00) (“the
Purchase Price”), and will be paid: ONE MILLION DOLLARS (US$ 1,000,000.00) in IQST restricted common stock (rule 144) and
EIGHT HUNDRED THOUSAND DOLLARS (US$ 800,000.00) by wire transfer on the execution date. ONE MILLION DOLLARS (US$ 1,000,000.00) in IQST
restricted common stock (rule 144) amounts to an issuance of 2,378,059 shares of common stock. For
more general information about what the rule 144 is visit https://www.investopedia.com/terms/r/rule144.asp


50% of the Initial
IQST Shares have been issued to Jose Ramon Olivar for the purchase of the 51% of the Membership Interest (Capital Stock) of the Company.
See Exhibit G


50% of the Initial
IQST Shares have been issued to Eduardo Borrero for the purchase of the 51% of the Membership Interest (Capital Stock) of the Company.
See Exhibit G.


Any benefit resulting
from the delivery of shares will be for the entire benefit of the Sellers. 


The term "Dollars",
as used in this Agreement, is defined to be lawful United States currency. 


3. NEXT PAYMENT
IN SHARES


Any other payment
indicated in this document, different that the payment provided in Section 2, may be paid in shares, or a mixture of cash and shares as
Sellers will indicate. For shares, the average value of the last 5 days of trading prior to the execution of any such other instrument,
discounted by 15%, will be applied. All the Shares used as payment will be issued as IQST Restricted Common Shares (Rule 144).




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4. ASSIGNMENT OF
MEMBERSHIP INTEREST. 


Subject to the
terms of this Agreement, Sellers will deliver to Buyer at Closing Date an assignment declaration evidencing the transfer of the 51% of
the Membership Interest of The Company, against payment of the Purchase Price as detailed in Paragraph 2 above. 


On the Closing
Date, title to the Additional Assets will be free and clear of all encumbrances. 


5. REPRESENTATIONS
AND WARRANTIES OF SELLERS. 


Sellers represent
and warrant to Buyer as follows, and acknowledge and confirm that Buyer is relying upon such representations and warranties in connection
with the purchase of the 51% of the Membership Interest of The Company: 


(a) Incorporation.
SMARTBIZ TELECOM, LLC (The Company) is duly organized under the laws of the State of Florida,
is not a public company, is a valid subsisting company in good standing under the laws of the State of Florida, and has at all times been
domiciled in 14230 SW 57tn Lane, Suite 106-B, Miami, FL 33183, for the purpose of all applicable income tax legislation. All of The Company’s
information such as registration certificate, Operating Agreement, financial statements and bank account information is described in Exhibit
A.


There are no
other members holding any Membership interests in the Company other than the Sellers. No person, firm, or corporation other than Buyer
has any agreement or option or a right capable of becoming an agreement or option for the purchase, subscription or issuance of any of
the issued or unissued Membership Interest of the Company or to direct the voting or disposition of the Membership Interests. There are
no members or other agreements affecting the Membership Interest or Sellers's ability to transfer such Membership Interest to Buyer. 


Sellers are the
owner, beneficially and of record, of the 100% of the Membership Interest of the Company, free of any liens, encumbrances, security agreements,
equities, options, claims, charges and restrictions. Sellers have the right and authority to enter into this Agreement on the terms and
conditions set forth in it and has full power to transfer the legal and beneficial ownership of the 51% of the Membership Interest of
the Company to Buyer without giving notice to, making any filing with, or obtaining the consent or approval of any other person or governmental
authority. 




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(b) Legal Requirements.
The Company and Sellers each have the power to carry on the Business, are duly qualified to carry on business in USA
pursuant to License to 499 Filler ID No. 831853, and hold or will acquire at the sole expenses
of the Sellers all required licenses, permits, approvals and authorizations for carrying on the Business. The Company has complied with
all applicable federal, state or local statutes, laws and regulations affecting the operation of the Business. Sellers have the right,
power, legal capacity, and authority to enter into, and perform Sellers’s obligations under, this Agreement. 


The Company is
not in default or breach of, and there exists no state of facts which after notice or lapse of time, or both, would constitute a default
or breach of, any of the material contracts. All of the material contracts are in good standing. 


The consummation
of the transactions contemplated by this Agreement will not result in or constitute any of the following: (i) a breach of any term or
provision of this Agreement, or of any law, regulation or ordinance; (ii) a default or an event that, with notice or lapse of time or
both, would be a default, breach or violation of the articles of Organization or Operating Agreement of the Company or of any lease, license,
promissory note, conditional sales contract, commitment, indenture, mortgage, deed of trust or other agreement, instrument or arrangement
to which any of Sellers or The Company is a party, or by which any of them, or the property of any of them, is bound; (iii) an event that
would permit any party to terminate any agreement, or to accelerate the maturity of any indebtedness or other obligation of The Company;
or (iv) the creation or imposition of any lien, encumbrance or restriction of any nature in favor of a third party upon or against The
Company. 


All material transactions
of The Company have been promptly and properly recorded or filed in the appropriate books and records. 


(c) Ordinary Course
of Business. The Business has been carried on in the ordinary course and the Company has not entered into any material agreements or commitments
other than in the ordinary course of the routine affairs of the Business. Without limiting the generality of the foregoing, except in
the ordinary course of the routine affairs of the Business or as disclosed in this Agreement, the Company has not: (i) made or authorized
any payment to any officers, directors, employees or other persons, including the payment of any personal expenses of Sellers, except
at the regular rates of salary, bonus or other remuneration payable to them by the Signing Date; (ii) paid or authorized any dividends
or other distributions on, or payments in respect of, any of their shares or securities;




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(iii) made any
loan or advance to any person; (iv) subjected any of the Assets to any mortgage, deed of trust, lien, pledge, conditional sales contract,
security interest, lease, encumbrance or charge; (v) sold, leased or otherwise transferred or disposed of any of the Assets; (vi) modified,
amended or terminated any agreement, or waived or released any rights under any agreement; (vii) incurred any debt, obligation or liability
of any nature, whether accrued, absolute, contingent or otherwise; (viii) issued or sold, other than to Buyer, any equity or debt security;
(ix) made any changes or amendments to the Articles of Organization or Operating Agreement of The Company; or (x) authorized or agreed
to do any of the matters described in the preceding clauses (i) through (x). 


The Company has
not experienced, nor are Sellers aware of, any occurrence or event which has had, or might reasonably be expected to have, a materially
adverse effect on the financial condition, business, assets or prospects of The Company. 


(d) Claims and
Litigation. There is no claim, suit, action, arbitration, governmental inquiry, Tax injunction, consent decree or legal, administrative
or other proceeding existing, pending, or threatened against or relating to the Company or to the Company’s
financial condition, or to the Business, or any of the Total Assets, nor does Sellers know of, or have reasonable grounds for, believing
that there is any basis for any such action, arbitration, proceeding or inquiry, except for an investigation initiated by the Office
of the Attorney General of the State of Florida, AG Case No. L21-3-1452 (The “AG Case”). The AG Case was initiated by a subpoena
served on the Company requesting certain information to assess a customer’s complaint. The Company has complied with all its obligations
under the subpoena has retained Ed Maldonado to represent the interest of the Company related to the AG Case. It is hereby stipulated
by Sellers and Buyer that the Company shall maintain a $50,000.00 reserve account, as described in the Exhibit J, to cover any potential
fee, charge, ordered restitution, damages or penalty related to the AG Case. This reserve account shall be funded by the Company from
its net income starting on January 1st, 2023. Any amount exceeding the $50,000.00 as reserve account will be the sole responsibility
of the Sellers. This reserve account shall be dissolved and deposited into the Company’s operating account by agreement of Buyer
and Sellers. 


(e) Financial Statements.
The financial statements of the Company, attached as part of Exhibit A and made a part hereof, are true and correct in every material
respect, have been prepared in accordance with generally accepted accounting principles consistently followed by the Company throughout
the periods indicated therein, represent fairly the financial position of the Company as of the respective dates of the balance sheets
included in the financial statements and the results of its operations for the respective periods indicated, and do not include or omit
to state any fact which renders such financial statements misleading. Except as and to the extent shown or provided for in such financial
statements, the Company has no liabilities or obligations (whether accrued, absolute, contingent or otherwise) which might be or become
a charge against the Assets. 




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All financial
and other information provided by Sellers to Buyer and their representative to date is true and correct in every material respect, and
no extraordinary events of any nature have in any way affected such information or the Business. There are no additional sets of books,
duplicate sets, "second sets" or other documents or records of the Business kept by Sellers or the Company which purport to
show the financial status of the Business and that have not been delivered to or inspected by Buyer. 


(f) Audit and/or
Due Diligence. Sellers acknowledge that Buyer will perform at the Buyer's expense a formal audit and/or due diligence of the financial
and legal information of the Company, if necessary, under the significant tests within the SEC standards for years 2019, 2020 and 2021
("Audit" and/or "Due Diligence"). A detailed list of all of The Company’s
liabilities up to the Signing Date shall be included in Exhibit C.


In order to start
the Audit and/or the Due Diligence, Sellers must provide with all accounting information. Sellers commit to deliver the accounting information
for The Company specified in Exhibit F in accordance with the SEC standards, within reasonable time after Signing Date. 


In the event that
the Audit and/or Due Diligence reflects any deviation that impacts the business value of the Company, Buyer shall have the right to make
an adjustment in the acquisition price. 


(g) Taxes and Unemployment
Compensation. There are no special charges or levies, taxes, unemployment compensation contributions, penalties or interest that form
or might form a charge or encumbrance that may become payable by the Company or Buyer as a result of, or in connection with, any event
that has occurred to the Signing Date. 


(h) All Accounts
Paid. All account billings which have been received by the Company or Sellers for work, labor or materials in connection with the Business
have been paid in the ordinary course of the routine affairs of the Business. 


(i) Liabilities.
All of the Company ́s liabilities are listed in Exhibit C, along with a list of the payable accounts and their expiration
date. It is expressed in Exhibit C the conditions of payment of such liabilities or if so, if there are payment agreements for
those liabilities. If there is any liability that is not listed in Exhibit C or that it has not been disclosed or declared by the
Sellers, such liability shall not be accepted by Buyer as a company liability, provided, that if Sellers are not aware of such liability
or it is a liability based on the normal operation of the business, this provision would not applied. In the event there is an undisclosed
liability, the purchase price shall be proportionally reduced. It is specifically disclosed the existence of an investigation initiated
by the Office of the Attorney General of the State of Florida, AG Case No. L21-3-1452.




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(j) Contractual
Arrangements. The Company does not have any contracts, agreements, undertakings or arrangements, whether oral, written or implied, with
lessees, licensees, managers, accountants, suppliers, agents, officers, distributors, directors, lawyers, or other third parties, which
cannot be terminated on a reasonable period's notice. 


(k) Employment
Matters. (i) The Company is in compliance with all federal, state and local laws, ordinances and regulations respecting employment practices,
terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice. The Company is not, and has never
been, a party to any profit sharing, retirement, pension or similar plans, or other deferred compensation plans affecting the Business,
except as disclosed on Exhibit B, attached
hereto and made a part hereof. The Company is not now, nor has it ever been, a party to any union contract or collective bargaining agreement
with any labor union or other association of employees and, to the best of the knowledge of Sellers, no attempt has been made to organize
or certify the employees of the Company as a bargaining unit. The Company is not a party to, nor bound by, any written or oral employment,
advisory or consulting agreement other than those terminable at will by The Company. All employment benefits of the Company in place,
including without limitation, any insurance plans are disclosed on; (ii) to the knowledge
of Sellers, the Company has never been fined
or otherwise penalized by reason of any failure to comply with the American immigration laws, nor is any such proceeding pending or threatened;
(iii) Exhibit B, attached hereto and made a part hereof, contains a list of all employees of the
Company, their wages and other remuneration of every kind, including current year vacation
pay earned to date, accrued sick leave, and the date and amount of the latest wage increase of each such employee. There has been no hiring
of new employees or termination of existing employees, voluntary or otherwise, by the Company
since the Inspection Date. The Company has
an agreement with a Panamanian company providing outsourcing staffing services for The Company. The Sellers have a financial interest
in this Panamanian company.


(l) Tax
Matters. 


(i) Each of the
returns required to filed by the Company on or before the Closing Date (the “The
Company Returns”) with respect to any income, franchise, sales, property, employment or any other tax or governmental charge (or
by Sellers with respect to The Company or its operation) with any governmental body; (1) has been timely filed (including any extensions);
and (2) has been prepared in compliance with applicable law. All amounts, whether or not shown on the “the
Company Returns”, due on or before the Closing Date have been paid, except to the extent such amounts are 




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being contested
in good faith by The Company or are properly reserved for on the books or records of The Company, as provided to the Buyer. All taxes
that The Company has been required to collect or withhold on or before the date of this Agreement have been duly collected or withheld,
and to the extent required when due, have been duly paid to the proper governmental body. The Company has delivered, or made available
to Buyer, correct and complete copies of all “the Company Returns”,
examination reports and statement of deficiencies assessed against or agreed to by The Company. True and correct copies of the “the
Company Returns” for 2019, 2020 and 2021 are attached hereto as part of Exhibit
D and made a part hereof. “ 


(ii) Except as
otherwise disclosed to Buyer, there has not been any audit of any “the
Company Return” by any governmental body. No audit of any such “the
Company Return” is in progress, and neither the Company nor Sellers have been notified in writing by any governmental body that
any such audit is contemplated or pending. No extension of time with respect to any date on which a “the
Company Return” was required to be filed by the Company is in force and now waiver or agreement by or with respect to the Company
is in force for the extension of time for the payment of any taxes. No written claim has been made by any governmental body in a jurisdiction
where company does not file tax returns that company is subject to taxation by that jurisdiction which would result in an obligation of
company to pay taxes. 


(iii) The Company
has not agreed to nor is required to make any adjustment for any period after the Closing Date. There is no application pending with any
governmental body requesting permission for any such change in any accounting method of the Company and the corresponding tax authority
in the jurisdiction where the Company operates has not issued in writing any pending proposal regarding any such adjustment or change
in accounting method. 


(iv) The Company
is not a party to any agreement with any third party relating to allocating or sharing the payment of, or liability for, taxes. 


(v) The sale of
the 51% of the Membership Interest and the consumption of the transactions contemplated by this Agreement does not create any tax liabilities
for the Company. Sellers will perform the rigor consultations with the Tax Agency in order to measure the impact of the sale of the 51%
of the Membership Interest of the Company and shall formally notify Buyer by correspondence about the impact. This communication must
be part of the Agreement for the Closing Date and shall be signed by both parties. 


(m) Accounts Receivable.
The Receivables shown in the books of the Company are good and collectible, except for normal trade accounts which may become uncollectible
in the ordinary course of business. 




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(n) Banks and Financial
Institutions. The names and locations of all banks and other financial institutions at which the Company has any accounts or safety deposit
boxes, the numbers of such accounts, and the names of all persons authorized to draw thereon or have access thereto are set forth on Exhibit
A, attached hereto and made a part hereof. 


(o) Full Disclosure.
None of the representations and warranties made by Sellers, or made in any document, exhibit, certificate, memorandum or in any information
of any kind furnished, or to be furnished by Sellers, or on Sellers's behalf, contains or will contain any false statement of a material
fact. 


(p) Brokers. There
are no brokers, salesmen or finders involved in this transaction. If a claim for brokerage commission in connection with this transaction
is made by any broker, salesmen or finder claiming to have dealt by, through or on behalf of one of the parties hereto ("Indemnitor"),
Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indemnitee") and Indemnitee's officers, directors,
agents and representatives, from and against any and all liabilities, damages, claims, costs, fees and expenses whatsoever, including
reasonable attorneys' and paralegals' fees and costs up through and including all trial and appellate levels with respect to said claim
for brokerage. The provisions of this Paragraph shall survive Closing or any cancellation or earlier termination of this Agreement. 


(q) Anti-Corruption.
Neither the Company nor any of its officers Members, directors, agents or employees, acting on its behalf has: (i) made or offered to
make any illegal payment to any officer or employee of any governmental agency or body, or any employee, customer or supplier of the Company
or (ii) accepted or received any unlawful contributions, payments, expenditures or gifts and not proceedings have been filed or commenced
alleging any such payments. None of the officers, Members, directors, agents or employees of The Company are a governmental official.



(r) Intellectual
Property. Exhibit E sets forth a complete list of all IP Rights used, held for use or owned by The Company (the "Intellectual
Property") and a true correct and complete list of all designs, manufacturing, pictures, licenses, software, platforms, data, back
up or similar agreements or arrangements to which the Company is a party, either as licensee or licensor with respect to the Intellectual
Property. The Company is the sole and exclusive owner of all of the Intellectual Property of each one. Neither The Company nor Sellers
have knowledge of not received notice of any claim or basis for a claim against it that any of its operations, activities, products or
publications infringes on any Intellectual Property right or other property right of a third party, or that it is illegally otherwise
using the trade secrets or any property rights of other. The Company owns all right, title and interest to any custom or proprietary software
and telecommunications programs used in the conduct of its property rights of any third party. The Company uses all of its software for
its intended use and complies with applicable law. The Company has no obligation to refund any fees for any products or services sold
to any third party. 




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(s) Business Continuity.
None of the software, computer hardware (whether general or special purpose) and other similar or related items of automated, computerized
and/or software systems and any other similar or related items of automated, computerized and/or software systems and any other networks
or systems and related services that are used by or relied on by The Company in the conduct of its businesses (collectively, the "Systems")
have experienced bugs, failures, breakdowns or continued substandard performance in the past twelve (12) months that has caused or reasonably
could be expected to cause a materially adverse effect to the Business and all of them are third party owned and operated.


6. COVENANTS OF
SELLERS. 


(a) Financial and
Other Information. Sellers covenant that Sellers will do or will cause to be done the following: (i) make available to Buyer as soon as
practicable, all books, accounts, records and other financial and accounting data of the Company (including all available financial statements
for the past three fiscal periods); (ii) make available to counsel for Buyer as soon as practicable, all charter documents, minute books
and other corporate records and all documents of title and related records of the Company and (iii) Buyer will open a new bank account
for the Company. 


(b) Operating Agreement
Sellers covenant that they will procure the amendment, modification or change, at the expense of the Company, the Operating Agreement
of the Company in case it is necessary or required to adopt and incorporate the terms of this Agreement. A copy of the current Operating
Agreement of The Company is enclosed in Exhibit A 


(c) Ordinary Course
of Business. Sellers will ensure that to the Closing Date, the Company will: (i) conduct the Business only in the ordinary course; (ii)
make no increase in the compensation payable to, or agreements with, any employee or agent by which Buyer or the Company is bound; (iii)
not make any commitment on behalf of Buyer or the Company by which Buyer or the Company is bound to any third party, including, without
limitation, a commitment to hire any person as an employee; (iv) use Sellers's best efforts to keep the business organization of the Company
intact, and to keep available to the Company the services of the present employees, and to preserve for the Company the goodwill of the
Business, suppliers, customers and dealers, and others with which Sellers and the Company have business relations; (v) Jose Ramon Olivar
will continue as CEO and Eduardo Borrero as CFO of The Company; (vi) make no announcement or disclosure of the prospective purchase and
sale contemplated by this Agreement without consultation and coordination of such announcement with Buyer; and (vii) Sellers, while remaining
as CEO and CFO, respectively, of the Company, shall continue to have complete and unrestricted power and authority to hire, fire, retained
or suspend any person as employee or independent contractor, and to assign, increase, decrease the salary, wages, or any other compensation
or bonuses to such employees or independent contractors of the Company, provided that such transaction is in the ordinary course of business
and customary for the Company and in the Company’s best interest. All parties will use their best efforts to attain a favorable
public relations posture and response in the community, and to retain the goodwill of the Business pending, during and after closing.




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(d) Litigation.
Sellers will be fully responsible for all losses, damages, expenses, liabilities, attorneys' fees, claims or demands whatsoever suffered
or incurred by Buyer or the Company as a result of any litigation or threatened litigation arising from matters that occur on or before
the Closing Date, provided, however, that Sellers shall not be responsible for any losses, damages, expenses, liabilities, attorneys'
fees, claims or demands arising out of the ordinary course of business of the Company or that have been disclosed to Buyer in this Agreement.
It is nonetheless hereby stipulated by Seller and Buyer that the Company shall maintain a $50,000.00 reserve account, as described in
the Exhibit J, to cover any potential fee, charge, ordered restitution, damages or penalty related to the AG Case.


(e) The Company
Records and Minute Books. On the Closing Date: (i) the minute books of the Company will contain accurate and complete minutes of all meetings
and proceedings of the directors, any committee appointed by the directors, and of the Members of the Company since the date of its incorporation,
and all waivers, notices and other documents required by law to be contained in such books; (ii) all resolutions contained in the minute
books will have been duly passed and all meetings referred to above duly called and held; (iii) the records of the Company concerning
Membership Interest certificates, if any, and membership Interest registers, if any, will be complete and accurate; and (iv) the Company
will be in good standing under the laws of the State of Florida and will have passed all resolutions necessary to approve and effect the
transaction contemplated by this Agreement. 


(f) Goodwill. Sellers
agree to do everything within Sellers's ability to protect the ongoing goodwill of the Company and the Business both before and after
the Closing Date. 


(g) Consents. Sellers
will diligently take all reasonable steps required to assure that the Company’s
licenses are not affected by the sale of the 51 % of the Membership Interest to Buyer. In addition, Sellers will diligently take all reasonable
steps required to obtain, prior to the Closing Date, all consents to the assignment, transfer, conveyance or other disposition to Buyer
where such a consent is required. Buyer will use its best efforts to assist in the obtaining of all such consents. 


(h) Further Assurances.
After the Closing Date, Sellers will, at the expense of Buyer, execute and do all such further deeds, acts, things and assurances that
may be requisite in the opinion of counsel for Buyer for more perfectly and absolutely assigning, transferring, assuring to and vesting
in Buyer title to the Assets, save and except for liens and encumbrances securing the assumed debt, free and clear of all mortgages, liens,
charges, pledges, security interests, encumbrances, equities or other claims of every nature and kind whatsoever, except as disclosed
in this Agreement and its Exhibits, and for carrying out the intention of, or facilitating the performance of, the terms of this Agreement.





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(i) Distributions.
The Sellers will not do any cash distributions, nor any other kind, before closing date for purpose of dividends 


(j) Sellers's Release.
Sellers for Sellers, Sellers’s heirs, successors and assigns, releases
and forever discharges the Company and all of its affiliates, and its respective successors and assigns, of and from all claims and causes
of action known or unknown, accrued or unaccrued, that Sellers have or may have against any of them including, without limitation, all
claims for past wages and all claims for compensatory, exemplary or punitive damages for any cause arising on, or prior to, the Closing
Date. 


(k)
Non-Solicitation Clause. Each of the Sellers agrees that, while working
for the Company as CEO or CFO, respectively and for one year following the resignation, termination or departure from such position, for
any reason, such Seller will not directly or indirectly solicit business that directly compete with the voice business of the Company
from any person or entity that was the Company’s clients or customers during the time such Seller was an employee of the Company.
Sellers further agree that they will not assist others in such solicitation or client acceptance. The
failure to comply with this disposition will give rise to Buyer to demand a compensation equivalent to the actual damages suffered by
the Company, not to exceed twice the lesser of amount paid to Sellers for the Purchase Price.


(l) Certificate
of Closing. Sellers agree to provide Buyer, on the Closing Date, with a certificate dated the Closing Date certifying that all representations
and warranties contained in this Agreement are true and correct as of the Closing Date, and that Sellers have performed and complied with
all agreements, warrants and conditions required by this Agreement to be performed or complied with by Sellers ("Closing Certificate”).



7. AUTOMATIC SELLING
CLAUSE


Sellers shall have
an additional right to request Buyer to buy additional Membership Interests (Capital Stock) of the Company in case of any of the following
conditions about conditional Net Income goals are met:


-                    
Condition A: If, by September 30th 2022, the Company’s Net Income
for the period from January 1st, 2022, to September 30th, 2022 is greater than Three Hundred and Eighty Two Thousand
Five Hundred Dollars (US$382,500.00), and that such net income is consistent with the Company’s revenue and net income trends compared
with the last 2 periods, Sellers may activate the automatic sale clause, selling an additional 4% of the Membership Interest (Capital
Stock) of the Company to Buyer for Two Hundred Thousand dollars (US$200,000.00). This right will be in force until March 31, 2023.




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Condition B: If, by December 31th 2022, the Company’s Net Income
for the period from January 1st, 2022, to December 31th, 2022 is greater than Five Hundred and Ten Thousand Dollars
(US$510,000.00), and that such net income is consistent with the Company’s revenue and net income trends compared with the last
2 periods, Sellers may activate the automatic sale clause, selling an additional 4% of the Membership Interest (Capital Stock) of the
Company to Buyer for Two Hundred Thousand dollars (US$200,000.00). This right will be in force until June 30, 2023.


Once Sellers activate
the automatic sell clause in writing to sell to Buyer an additional percentage of the Membership Interest (Capital Stock) of the Company,
within the conditions previously agreed, IQSTEL, Inc. shall have up to 60 days to proceed with payment and close this acquisition. If
it takes more than 60 days for reasons attributable to IQSTEL Inc., iQSTEL Inc. will pay compensation of 3% per month to the Company.


The Sellers may
offer any additional Membership Interest (Capital Stock) to the Buyer above the 55%, and the parties will negotiate in good faith, using
the valuation method used for this purchase agreement but the Buyer is not forced to acquire and the Sellers are not forced to offer them.


8. MANAGEMENT AGREEMENT


Once this Purchase
Agreement is signed by the Parties, the actual managers of the Company, Jose Ramon Olivar as CEO and Eduardo Borrero as CFO will each
enter into a 3 year Employment Agreement, that will be discussed and executed before September 30th 2022, renewable for 2 years
period to guarantee the operational continuity of the Company and the implementation of a business plan that will lead the Company into
a productive company as established in this document.


Jose Ramon Olivar
and Eduardo Borrero shall receive a gross annual compensation of US$ 120,000.00 each, paid in monthly instalments of US$10,000.00. The
Company shall have a Board of Directors composed of 5 Members: 3 of the Members shall be appointed by Buyer and 2 of the Members shall
be appointed by Sellers. The position of President and Secretary will be reserved for Buyer.


The Board of Directors
will be appointed as follows:


President: Mr.
Leandro Jose Iglesias Conde


Secretary:
Mr. Alvaro Quintana Cardona


Director: Mr.
Italo Segnini


CEO: Mr.
Jose Ramon Olivar


CFO: Mr.
Eduardo Borrero




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9. MEMBERS AGREEMENT


The Buyer agrees
that Sellers shall be allowed to withdraw from the Company’s accounts the accumulated dividends Sellers would have paid themselves
in their ordinary course of the manner in which they managed the business prior to the execution of this Agreement without affecting the
operation of the business.


It shall be required
the approval of the Members holding 100% of the membership Interest in the Company to require additional capital contributions from Members
and amend the Operating Agreement. 


Should
the majority of the Members holding more than 50% of the membership Interest in the Company (“Selling Members”) desire to
sell or transfer their Membership Interest, they must first give the option to the remaining Members to purchase or acquire such interest
under the same terms and conditions as contracted with the third party buyer; if the remaining Members do not wish to acquire the interest
as provided herein, the Selling Members must procure that the remaining Members have the right to join in the transaction and sell their
minority interest in The Company under the same terms as the Selling Members are transferring their interest. 10-day terms are deemed
reasonable each time a response by the remaining members is required pursuant to this paragraph.


Should
any Member desire to sell or transfer all or part of her/his/its Membership Interest in the Company (“Transacting Member”),
such Transacting Member must first give the option to the remaining Members of the Company to purchase or acquire such interest under
the terms and conditions provided by such Transacting Member, prorated based on the percentage of membership interest held by the remaining
Members desiring to purchase or acquire such interest; if none of the remaining Members wish to purchase or acquire the interest as provided
herein, the Transacting Member may proceed with the transfer to a third party buyer under the same terms and conditions as offered to
the remaining Members; the terms negotiated with the third party buyer can not differ by 1% or more, the Transacting Member must offer
the membership interest again to the remaining Members under such new terms and conditions, and the procedure provided herein shall be
follow each time. 10-day terms are deemed reasonable each time a response by the remaining members is required pursuant to this paragraph.


In case of IQSTEL
Inc. files for bankruptcy protection, Sellers will have the right to repurchase from Buyer the percentage of the Membership Interests
(Capital Stock) of the Company sold under this Agreement at One Dollar (US$ 1.00) per each one percent (1%). This right will expire on
December 31, 2023. 




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10. SURVIVAL OF
REPRESENTATIONS. 


The representations,
warranties, covenants and agreements by Sellers in this Agreement and its Exhibits, or documents delivered pursuant to the provisions
of this Agreement or in connection with the transactions contemplated by it will be true at and as of the Closing Date as though made
at that time. Notwithstanding any investigations or inquiries made by Buyer prior to the Closing Date or the waiver of any conditions,
the representations, warranties, covenants and agreements of Sellers will survive the Closing Date and, notwithstanding the closing of
the transaction of purchase and sale provided for in this Agreement, will continue in full force and effect. 


11. INDEMNITY.



Sellers agree to
reimburse Buyer and to indemnify and hold Buyer harmless from and against any and all losses, damages, expenses, liabilities, claims or
demands whatsoever suffered or incurred by Buyer or the Company resulting or arising from: (a) any breach of, or misrepresentation in,
the representations, warranties and covenants of Sellers contained in this Agreement and its Exhibits or in the documents delivered pursuant
to the provisions of this Agreement or in connection with the transactions contemplated by this Agreement; and (b) any and all liabilities
and obligations whatsoever whether accrued, absolute, contingent or otherwise, relating to the operation of the Business prior to the
Closing Date provided, however, that Sellers shall not be responsible or liable to Buyer or The Company for any losses, damages, expenses,
liabilities, attorneys' fees, claims or demands arising out of the ordinary course of business of the Company or that have been disclosed
to Buyer in this Agreement. 


12. TERMINATION
CONDITIONS. 


Once this Acquisition
Agreement is signed, Sellers are obliged to sell and Buyer agrees to buy, and can only terminate this agreement if: 


(a) Buyer or the
Company is economically unviable, or is declared bankrupt. 


(b) If during the
Due Diligence or the Audit process, prior to closing or file 8-K and/or 8-K amendment, some information is detected that causes a material
impact on the Company valuation or that implies a violation of a US law, or that the Closing Date is delayed without logical reason, in
which case Buyer or Sellers may terminate the acquisition of Membership interest and additional assets of the Company, and demand the
return of the amounts paid until then, if so those amounts must be paid within a maximum period of 7 days. 




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(c) If the Parties
mutually agree at any time to terminate the acquisition process. In this event, Sellers must return to Buyer the amounts received up to
that moment, within a maximum period of 7 days. 


13. CONDITIONS
PRECEDENT TO CLOSING. 


The completion
of the transaction contemplated by this Agreement is subject to: (a) Buyer obtaining approval to proceed from its Board of Directors,
and any necessary third-party consents; (b) satisfactory completion of a Due Diligence review, by Buyer (including review of the financial
statements and the other reports or audits referred to in this Agreement) within thirty (30) days from the date of the beginning of the
Due Diligence as declared solely by the Buyer (Each Party pays for own expenses). These provisions or any of them may be removed by Buyer
and are solely for its benefit. If the conditions are not satisfied and Buyer terminates this Agreement, then the Deposit, plus interest,
if any, shall be returned to Buyer. 


After execution
of this Agreement, the Sellers acknowledge the Company does not owe Sellers any debts, account payables or any liability, including any
receivable the Company may have with the Sellers. Excluding commercial debts or liabilities for services rendered by the Panamanian company
providing outsourcing staffing services to the Company. 


The Company will
be delivered with normal levels of working capital, defined as current assets (except cash) minus current liabilities forecasted for the
following 12 months, based on average levels of working capital for the 3 months preceding the closing. At the closing date, the Company
shall have enough funds in its bank accounts to cover the normal operation of the business as the Sellers would have kept them prior to
closing after withdrawing the dividends as provided in Section 9 of this agreement.


The Company has
prepared all accounting information in accordance with SEC standards in such manner that the Audit and/or Due Diligence may be performed
within 30 days after, or before of the Closing Date. 


14. CLOSING DOCUMENTS.



(a) Delivery of
Closing Documents by Sellers. On the Closing Date, Sellers will deliver to Buyer or its counsel the following, in form and substance satisfactory
to Buyer and its counsel: (i) the originals of the assignment declarations to effect the transfer of 51% of the Membership Interests (Capital
Stock) of the Company to the Buyer, duly signed by the Sellers; (ii) the combined duly signed




    	 	16	 



    	 



    

 


Membership Interest
register and beneficial owner register of the Company, if any, evidencing the Buyer’s
entry as the holder of 51% of the Membership Interest (Capital Stock) with full voting rights and the beneficial owners in original form;
(iii) a resolution of the Board of the Directors of The Company by which the sale and transfer of 51% of the Membership Interest is approved
and pursuant to which the Buyer is entered into the Membership Interest register of the Company as the owner of 51% of the Membership
Interest, in original form; (iv) the minutes of the meetings of the Board of Directors and the Annual Members Meeting of The Company of
the last three years (if available); (v) the Closing Certificate; (vi) certificate of good standing of The Company issued by the Commercial
Registry Office; (vii) the Employment Agreements; and (viii) all other documents, acts, things and assurances as may be required in the
reasonable opinion of the attorneys for Buyer for insuring that all of the transactions contemplated by this Agreement are carried out
to the fullest extent possible. 


15. CLOSING AND
GENERAL. 


(a) Closing Conditions.
In order to complete the Closing, the Due Diligence must have been terminated; and if necessary, an audit performed under the applicable
rules and regulations of the Securities and Exchange Commission and the Public Company Accounting Oversight Board (PCAOB) must have been
completed and Buyer must have the corresponding 8-K file and the corresponding 8-K amendment if need ready to file. When the transfer
of the Membership Interest of The Company is completed, the Buyer will release the respective payments. 


(b) Date and Time
of Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the 51% of the Membership Interests (Capital
Stock) of The Company will be completed at a closing date (the "Closing") to be held at 10:00 a.m. local time, time and date
as will be agreed upon in writing between the parties or their respective attorneys. 


(c) Place of Closing
Date. The Closing will take place at Miami, Florida. 


(d) Communications.
All communications required to be given will be in writing and will be deemed to have been properly given if transmitted by E-Mail or
delivered to the address of the party directly by U.S. Mail or Federal Express or other nationally recognized overnight courier service,
and will be deemed to have been received, upon the date of delivery or transmission. Such communications will be sent to the following
addresses: 


SELLERS: 


Jose Ramon Olivar


14230 SW 57th Lane,
Suite 106-B. 


Miami, FL 33183

E-Mail: ceo@smartbiztel.com




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Eduardo Borrero


14230 SW 57th Lane,
Suite 106-B. 


Miami, FL 33183

E-Mail: Eborrero@smartbiztel.com


 


BUYER:


Leandro Jose Iglesias
Conde


300 Aragon Ave,
Suite 375


Coral Gables FL.
33134


E-Mail:
ceo@iqstel.com CC: alvaroquintana@iqstel.com


 


(e) Applicable
Law. This Agreement will be deemed to be a contract made under the laws of the State of Florida and for all purposes will be governed
by and interpreted in accordance with the laws prevailing in the State of Florida, without regard to principles of conflict of laws. Venue
shall be state and federal courts located in Florida. The Company and this agreement has to fulfilment all the laws and regulations of
the publicly listed companies in US. 


(f) Inurement.
This Agreement will inure to the benefit of and be binding upon the parties, their heirs, administrators, successors and assigns. 


(g) Counterparts.
This Agreement may be executed in several counterparts, each of which when so executed will be deemed to be an original and which will
together constitute the one and the same agreement; and it will not be necessary in proving this Agreement to produce or to prove more
than one such counterpart. 


(h) Severability.
If a court of competent jurisdiction should find any term or provision of this Agreement to be unenforceable and invalid by reason of
being overly broad, the parties agree that the court shall limit the scope or duration of such provision to the maximum enforceable scope
or duration allowed by law. Any term or provision deemed by a court of competent jurisdiction to be unenforceable and invalid for any
other reason shall be severed from this Agreement, and the remainder of this Agreement shall continue in full force and effect. 




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(i) Legal Fees
and Costs. In the event of any disputes or controversies arising from the Agreement or its interpretation, the prevailing party shall
be entitled to recover its attorneys' and paralegals' fees and costs from the non-prevailing party, up through and including all trial,
appellate and post-judgment proceedings. Each Party will pay its own fees and expenses (including legal, accounting, investment banking
and financial advisory fees and expenses) incurred in connection with the negotiation and execution of this Agreement. 


(j) Confidentiality.
The parties agree that from and after the date of this Agreement, none of the terms and conditions of this Agreement or any other agreement
entered into by the parties or their affiliates, will be disclosed to any third party other than attorneys, accountants, Buyer's lender
and other professionals advising the parties in connection with the contemplated transaction, without the prior written consent of the
other party. The parties further agree that any information exchanged in connection with the transaction contemplated by this Agreement
is proprietary to the disclosing party, and confidential in nature and it will be treated as such by the receiving party unless such information
is or becomes a matter of public record. 


(k) Relation to
Previous Agreements. This Agreement (including its appendices) constitutes the entire understanding and agreement between the Parties
and supersedes and merges all prior agreements, promises, understandings, statements, representations, warranties, indemnities and covenants,
whether written or oral with respect to the subject matter hereof. 


(l) Entire Agreement.
This Agreement, including the Exhibits and any other documents referred to herein, constitutes the entire agreement and understanding
among the Parties with respect to the subject matter hereof, and shall supersede all prior oral and written agreements, understandings
or undertakings of the Parties. 


(m) No Assignment.
Neither Party shall assign this Agreement or any rights, claims, obligations or duties under this Agreement without the prior written
consent of the other Parties. 


(n) Tax Gross-Up.
All payments to be made by the Buyer to the Sellers shall be made free and clear of and without deduction, unless the tax deduction is
required by law. If a tax deduction is required by law to be made by the Buyer, the amount of the payment due from that Party shall be
increased to an amount which (after making any tax deduction) leaves an amount equal to the payment which would have been due if no tax
deduction had been required. 




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IN WITNESS WHEREOF
the parties have executed this Agreement as of the day and year first above written. 


 


SELLERS 


/s/ Jose Ramon Olivar



Jose Ramon Olivar


 


/s/ Eduardo Borrero


Eduardo Borrero


 


BUYER 


/s/ Leandro Jose Iglesias Conde


iQSTEL
Inc.


CEO: Leandro Jose Iglesias
Conde






    	 	20	 



    	 



    




 


LIST OF EXHIBITS


EXHIBIT A: COMPANY INFORMATION 


A.1. Registration Certificate

A.2. Operating Agreement

A.3. Financial Statements at December 31, 2019, 2020 and 2021

A.4. Bank Account Information






EXHIBIT B: COMPANY EMPLOYEES AGREEMENTS



EXHIBIT C: COMPANY LIABILITIES 


EXHIBIT D: COMPANY TAX RETURNS 


EXHIBIT E: INTELECTUAL PROPERTIES 


EXHIBIT F: COMPANY
ACCOUNTABLE INFORMATION ACCORDING TO SEC STANDARD (The financial statements attached have
been prepared under the USGAAP).


EXHIBIT G: ISSUED MEMBERSHIP INTEREST


 


EXHIBIT H: FCC 214 license or Legal Council
(Ed. Maldonado) exception criteria opinion letter


 


EXHIBIT I: Preliminary Financial Statements
Forecast up to 2026 (This Forecast does not generate any formal commitment. 





 



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