PLOUDE EMPLOYMENT AGREEMENT

APEIRON SYSTEMS, INC.

PLOUDE EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is made as of the 31st day of December, 2018, by and between Joshua Ploude, an individual (“Employee”), and Apeiron Systems, Inc., a Nevada corporation (“Employer”) (each a “Party” and collectively, the “Parties”), with reference to the following facts and objectives:

(ii)

Conviction of a felony or a misdemeanor involving moral turpitude;

(iii)

Any action of the Employee which tends to bring the Employer or Parent into disrepute;

(iv)

Employee becomes unable to adequately perform its duties herein due to medical or physical disability (in such event, Employee shall be provided six months’ severance pay following termination);

(v)

Failure to perform the duties as set forth in Exhibit No. 1 in any material way or committing a breach of this Agreement (or any other Bylaw or resolution of the Employer), any of which is not corrected within 10 days following notice from the Board of Directors of Employer; or,

(vi)

Death of the Employee.

4.0

TRADE SECRETS.

4.1.

As used herein, the term “Trade Secrets” shall be given its broadest possible interpretation under California law and shall include, but not be limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement; and other confidential and proprietary information and documents.

Employee specifically agrees that he will not, at any time, whether during or subsequent to the term of Employee's employment by Employer, in any fashion, form, or manner, unless specifically consented to in writing by Employer, either directly or indirectly use or divulge, disclose, or communicate to any person, firm, or corporation, in any manner whatsoever, any confidential information or any Trade Secrets of any kind, nature, or description concerning any matters affecting or relating to the business of Employer or Parent, including, without limiting the generality of the foregoing, the names or addresses of any of the shareholders of Employer or Parent, the prices either obtains or has obtained or in which either will sell or has sold their inventory or services, the names, buying habits or practices of any of their customers or suppliers, lists or other written records used in Employer’s or Parent’s business, compensation paid to employees and other terms of employment, business systems, computer programs, or any other confidential information of, about, or concerning the business of Employer or Parent, their manner of operation, or other confidential data of any kind, nature, or description or otherwise proprietary to either of Employer or Parent.  The Parties to this Agreement stipulate that, as between them, the foregoing items are important, material, and confidential trade secrets and affect the successful conduct of Employer's business and its goodwill and the business and goodwill of Parent.  Any breach of any term of this paragraph is a material breach of this Agreement and shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

4.2.

The Employee further covenants that he shall hold in strictest confidence any information, or Trade Secrets, whether written or oral, which, if revealed to third Parties, would impair or damage the reputation or business of the Employer or Parent.  Any violation of the foregoing shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

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4.3.

From time to time during the term of this Agreement, additional confidential information or knowledge of whatever kind, nature or description concerning matters affecting or relating to Employer's or Parent’s business may be developed or obtained.  Employee specifically agrees that all such additional and confidential information or knowledge shall be deemed by the Parties to this Agreement to be included within the terms of this paragraph and to constitute important, material and confidential Trade Secrets that affect the successful conduct of Employer's and Parent’s business and their goodwill.  Any breach of any terms in this paragraph relating to such additional confidential information or knowledge is a material breach of this Agreement, and shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

4.4.

All equipment, notebooks, documents, memorandums, reports, files, auto records, samples, books, correspondence, lists, other written, electronic, and graphic records, and the like, affecting or relating to the business of Employer or Parent, which Employee shall prepare, use, construct, observe, possess or control shall be and remain Employer's (or Parent’s, as may be applicable) sole property.

4.5.

If any confidential information or other matter described in this section is sought by legal process, Employee will promptly notify Employer and Parent and will cooperate with Employer and Parent in preserving its confidentiality in connection with any legal proceeding.

5.0

COVENANT NOT TO COMPETE OR SOLICIT. During the term of this Agreement and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, except on behalf of Employer or its subsidiaries and affiliates:

which is then competitive with and the same as or similar to a product, process, service or development on which Employee worked, or with respect to which Employee had access to Confidential Information, while engaged or employed with Employer, or (iii) any business entity or enterprise engaging in any work or activity that involves a product, process, service or development related to real-time communications, internet protocol networking (IP) and cloud systems administration.  The restricted entities listed in subsection (i) of this Section 5.1 above may change from time to time at Employer’s discretion, in which case Employee will receive advance written notice of the change.  No entity will be included on such list unless it is engaged in researching, manufacturing, developing or marketing real-time communications, internet protocol networking (IP) and cloud systems administration;

5.2.

directly or indirectly, solicit any person who is an employee of Employer or any of its subsidiaries and affiliates as of the date of this Agreement; provided, however, that (i) a general solicitation of the public for employment shall not constitute a solicitation hereunder so long as such general solicitation is not designed to target, or does not have the effect of targeting, any employee of Employer or any of its subsidiaries and affiliates; and (ii) discussions with and/or hiring of any employee of Employer or any of its subsidiaries and affiliates who initiated such discussions independently of any direct or indirect solicitation by Employee shall not be in violation of this Agreement; or

5.3.

solicit any customers, business partners or affiliates of Employer or any of Employer’s current or future successors, with the intent of encouraging or inducing one or more of said customers, business partners or affiliates to terminate, restrict or otherwise limit its or their business relationship with Employer or any of Employer’s current or future successors.

6.0

OWNERSHIP OF IDEAS, COPYRIGHTS AND PATENTS.

6.1.

Property of Employer .  Employee agrees that all ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know how, inventions, designs, copyrights, developments, apparatus, techniques, methods, writings, specifications, sound recordings, pictorial and graphical representations and formulae (collectively, “Inventions”) which may be used by or which relate to the business or activities of Employer or its subsidiaries and affiliates, whether patentable, copyrightable or not, which Employee may conceive, reduce to practice or develop during his employment whether or not during normal working hours and whether or not on Employer’s, its affiliates or subsidiaries or Employer’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not at the request or suggestion of Employer, its affiliates and subsidiaries, Employer or otherwise, shall be “works made for hire,” and shall be the sole and exclusive property of Employer, and that Employee shall not publish any such Inventions without the prior written consent of Employer.  Employee hereby assigns to Employer all of Employee’s right, title and interest in and to such Inventions, and Employee agrees that he shall execute any and all assignments or other instruments deemed reasonably required or necessary to transfer any of the foregoing rights to Employer, as the Employer deems necessary or prudent.  Employee further represents and agrees that to the best of its knowledge and belief

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none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation.

6.2.

Employee’s Duty to Cooperate.  During Employee’s employment with Employer and afterwards, Employee agrees that it will fully cooperate with Employer, or its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect Employer’s rights in and to any such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that Employer will bear the expense of such proceedings, and that any patent or other legal right so issued to Employee, personally, shall be assigned by Employee to Employer without charge by Employee.

6.3.

Licensing and Use of Data Employee Provides to Employer.  With respect to any Inventions, and work of any similar nature (from any source), whenever created, which Employee has not prepared or originated in the performance of its employment, but which Employee provides to Employer or incorporates in any Employer product or system, Employee grants to Employer a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Inventions.  Employee promises that it will not include in any Inventions Employee delivers to Employer or use on its behalf, without the prior written approval of Employer, any material which is or will be patented, copyrighted or trademarked by Employee or others unless Employee provides Employer with the written permission of the holder of any patent, copyright or trademark owner for Employer to use such material in a manner consistent with then-current Employer policy.

6.4.

Data in Which Employee Claims Any Interest. The parties hereto acknowledge that Employee has executed that certain Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property Agreement dated and effective as of December 31, 2018 (“Assignment Agreement”) which the parties agree to be valid, enforceable and in full force and effect.  Employee agrees to update the information contained in the Assignment Agreement effective as of December 31, 2018, to be attached hereto as Exhibit No. 2, as a condition precedent to commencement of the initial term (and the enforceability) of the Employment Agreement. In the event of any conflict between the terms and conditions of the Employment Agreement and the Assignment Agreement, the provisions of the Employment Agreement shall prevail.

7.0

DISPUTES . In the event of disagreement or dispute between the Parties arising out of or connected with this Agreement that cannot be adjusted by and between the Parties involved, the disputed matter shall be resolved as follows:

7.1.

Mediation. The Parties agree to mediate any dispute or claim arising between them out of this Agreement or any resulting transaction before resorting to arbitration or court action. Mediation fees, if any, shall be divided equally among the Parties involved. If any

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Party commences an arbitration or court action based on a dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, then that Party shall not be entitled to recover attorney's fees, even if they would otherwise be available to that Party in any such arbitration or court action.

7.2.

Arbitration . The Parties agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration and not by court action. The arbitration shall be conducted by a retired judge or justice, or an attorney with not less than five years substantial experience with business or employment law, unless the Parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California law. In all other respects, the arbitration shall be conducted in accordance with and enforcement shall be subject to the Federal Arbitration Act. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Parties shall have the right to discovery to the extent authorized by the law and regulations of the State of California.

7.3.

Exclusions from Mediation and Arbitration. The following matters are excluded from mediation and arbitration hereunder:

(i)

any matter which is within the jurisdiction of a probate or small claims court; and

(ii)

an action for bodily injury or wrongful death.

8.0

EMPLOYEE’S DUTIES ON TERMINATION. In the event of termination of employment with Employer, Employee agrees to deliver promptly to Employer all equipment, notebooks, documents, memorandums, reports, files, samples, books, correspondence, lists or other written, electronic, or graphic records, and the like, relating to Employer’s business, and all copies of such materials which are or have been in Employee’s possession or under Employee’s control.  Upon the termination of Employment, with Employer, Employee shall also deliver an executed Termination Certificate to Employer in the form set forth in Exhibit C, attached hereto.

9.0

CONTINUING OBLIGATIONS.  Employee’s obligations shall continue in effect beyond Employee’s term of employment, and the obligation shall be binding upon Employee’s assigns, heirs, executors, administrators and other legal representatives.

10.0

SEVERABLE PROVISIONS.  The provisions of this Agreement are severable.   If one or more provisions should be determined to be judicially unenforceable, in whole or in part, the remaining provisions shall never the less be binding and enforceable.  The provisions of this Agreement shall be construed as separate provisions covering their subject matter in each of the separate counties and states of the United States in which Employer transacts its business.  To the extent that any provision shall be judicially unenforceable in any one or more of those counties or states, the provisions shall not be affected with respect to each other county or

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state, each provision with respect to each county and state being construed as severable and independent.

11.0

EMPLOYEE’S REPRESENTATIONS.  Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants contained herein and Employer represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other Agreement between Employee and any other person or entity.

12.0

GOVERNING LAW.  The validity, construction, performance and effect of this Agreement shall be governed by the laws of the State of California.

13.0

ADVICE OF COUNSEL.   EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, EMPLOYEE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND EMPLOYEE HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

14.0

TIME OF ESSENCE . Time is of the essence of all obligations contemplated in this Agreement.

15.0

ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding upon, the Employer, its successors or assigns.  This Agreement may not be assigned by Employee.

16.0

ENTIRE AGREEMENT .  This Agreement supersedes all arrangements previously made between the Parties relating to its subject matter.  There are no other understandings or agreements.

IN WITNESS WHEREOF, the Parties to this Agreement have duly executed it on the day and year first above written.

Employee:

Employer:

Apeiron Systems, Inc., a Nevada corporation

/s/ Joshua Ploude ________________________

By: /s/ D. Sean McEwen ___________________

Joshua Ploude

D. Sean McEwen

Vice President and sole Director

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Exhibit No. 1

Duties of Chief Executive Officer

Responsible for presiding over the entire workforce; oversee all budgets and ensure resources are properly allocated; follow all legal directives of the Board of Directors of Employer, ensure departments meet individual goals; and participate in development of long-range strategic plans, goals and strategies of Employer.

Primary Responsibilities

*

Oversee all other Apeiron executives and staff.

*

Oversee all budgets.

*

Direct the financial goals, objectives, and budgets as agreed to with the Board of Directors of Employer.

*

Implement Employer's guidelines on a day-to-day basis.

*

Develop and implement strategies and set the overall direction of the Employer.

*

Direct Employer’s staff, including organizational structure, professional development, motivation, performance evaluation, discipline, compensation, personnel policies, and procedures.

*

Participate in the recruitment and retention of professional and nonprofessional staff.

*

Resolve problems related to staffing.

*

Evaluate performance and recommend applicable merit increases, promotion, and disciplinary actions.

*

Participate in the establishment and implementation of organizational policies and procedures.

*

Interpret policies, objectives and operational procedures.

*

Resolve problems related to staffing, utilization of facilities, equipment and supplies.

*

Undertake special projects as directed by the Board of Directors of Employer.

General Performance Requirements

Knowledge of organization policies, procedures, systems and objectives.  Knowledge of fiscal management and human resource management techniques.  Excellent leadership skills with demonstrated ability to effectively lead in a changing environment.  Knowledge of telecommunications industry and related governmental regulations and compliance requirements.  Knowledge of computer systems, telecom switching systems, and applications.  Skill in planning, organizing, prioritizing, delegating and supervising.  Skill in exercising initiative, judgment, problem-solving, decision-making.  Skill in identifying and resolving problems.  Skill in developing and maintaining effective relationships with administrative staff, vendors and customers.  Skill in developing comprehensive reports, financial analysis, financial projections, budgeting, sales planning, sales execution, marketing planning, and marketing execution.  Ability to analyze and interpret complex data.

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Exhibit No. 2

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the terms and provisions of this Agreement, the Merger Agreement and the ancillary agreements and instruments related thereto, the receipt and sufficiency of such consideration being hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1.

Covenant Not to Compete or Solicit .  From one (1) year after the termination of Ploude’s employment with Apeiron (the “Term”), Ploude shall not, directly or indirectly, except on behalf of KonaTel, Apeiron and their respective subsidiaries and affiliates:

(a)

become associated with a Competitive Activity (as defined below).  Without limiting the generality of the foregoing, Ploude shall be deemed to be associated with a Competitive Activity if Ploude acts, directly or indirectly, as an officer, director, proprietor, employee, partner, financial backer, lender (to the extent involving equity) or investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded or private corporation), guarantor, consultant, advisor, agent, representative, owner, principal, independent contractor, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity.  Nothing herein prevents Ploude from becoming associated with a corporation or other organization that engages, in part, in Competitive Activity, provided that: (i) Ploude plays no role, directly or indirectly, in that aspect of the Business that constitutes Competitive Activity; (ii) Ploude first provides Apeiron with written notice of the potential association; and (iii) Apeiron, working in good faith with Ploude, agrees in writing that Ploude may pursue the association.  For purposes of this Section 1(a), “Competitive Activity” is defined as (i) any product, process, service or development of the following entities: Twilio, Vonage, Telestax, and 2600hz (as such list may be amended from time to time), or (ii) any business enterprise or entity in which Ploude is self-employed and which is engaged in any work or activity that involves a product, process, service or development which is then competitive with and the same as or similar to a product, process, service or development on which Ploude worked, or with respect to which Ploude had access to Confidential Information, while engaged or employed with Apeiron or the KonaTel, or (iii) any business entity or enterprise engaging in any work or activity that involves a product, process, service or development related to real-time communications, Internet protocol networking (IP) and cloud systems administration.  The restricted entities listed in subsection (i) above may change from time to time at Apeiron’s or KonaTel’s discretion, in which case Ploude will receive advance written notice of the change.  No entity will be included on such list unless it is engaged in researching, manufacturing, developing or marketing real-time communications, Internet protocol networking (IP) and cloud systems administration;

(b)

directly or indirectly, solicit any person who is an employee of KonaTel, Apeiron or any of their respective affiliates as of the date of this Agreement; provided , however, that (i) a general solicitation of the public for employment shall not constitute a solicitation hereunder so long as such general solicitation is not designed to target, or does not have the effect of targeting, any employee of KonaTel, Apeiron or any of their respective affiliates; and (ii) discussions with and/or hiring of any employee of KonaTel, Apeiron or any of their respective affiliates who initiated such discussions independently of any direct or indirect solicitation by Ploude shall not be in violation of this Agreement; or  

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(c)

solicit any customers, business partners or affiliates of Apeiron, KonaTel or any of Apeiron’s or KonaTel’s current or future successors, with the intent of encouraging or inducing one or more of said customers, business partners or affiliates to terminate, restrict or otherwise limit its or their business relationship with Apeiron, KonaTel, or any of Apeiron’s or KonaTel’s current or future successors.

2.

Duties Regarding Confidentiality .  

(a)

Confidentiality Obligations to Apeiron .  Apeiron has developed, uses and maintains trade secrets ^{1 /} and other confidential and proprietary information including, without limitation, technical data and specifications, business and financial information, product and marketing plans, customer and client information, customer and client lists, customer, client and vendor identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans, business plans, strategy forecasts, financial information, budgets, software, projections and procedures, and Inventions (as defined in Section 3), in written, oral, electronic and/or other forms (“Confidential Information”), and Apeiron has taken and shall continue to take all reasonable measures to protect the confidentiality of such Confidential Information.  Ploude acknowledges that during Ploude’s employment with Apeiron, Ploude will be given direct access to and knowledge of Confidential Information.

Ploude agrees that all such Confidential Information is and shall remain the sole property of Apeiron and that Ploude will hold in strictest confidence, and will not, either during or after the termination of Ploude’s employment (except as required in the course of Ploude’s duties on behalf of Apeiron), use, disclose or give to others (whether a business, firm, entity, person or otherwise), either directly or indirectly, any of the Confidential Information or any other scientific, technical, trade or business secret or confidential or proprietary information of Apeiron or of any third party provided to Ploude during its employment by Apeiron.

(b)

Confidentiality Obligations to KonaTel .  Ploude also agrees not to divulge to or use for the benefit of another entity or individual trade secrets (as defined in footnote 1) and other confidential and proprietary information including, without limitation, technical data and specifications, business and financial information, product and marketing plans, customer and client information, customer and client lists, customer, client and vendor identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans, business plans, strategy forecasts, financial information, budgets, software, and projections and procedures developed by KonaTel.  By signing this Agreement, Ploude affirms that Ploude has not divulged or used any such information for the benefit of another entity or individual, and that Ploude has not and will not misappropriate any Invention that Ploude played any part in creating while working for Apeiron for the benefit of another entity or individual.

^{1 /}

The term “trade secrets,” as used in this Agreement, shall be given its broadest possible interpretation under California law and shall include, but not be limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement; and other confidential and proprietary information and documents.

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(c)

General Confidentiality Obligations .  Ploude’s obligation of confidentiality under this Agreement does not apply to information that (i) becomes a matter of public knowledge through no fault of Ploude’s own or (ii) must be disclosed pursuant to lawful subpoena, court order or statutory requirement.  However, Ploude agrees that in the event Ploude is questioned by anyone not employed by KonaTel, Apeiron, or by an employee of or a consultant to KonaTel or Apeiron not authorized to receive such information, in regard to any such Confidential Information or any other secret or confidential work of KonaTel or Apeiron, Ploude will promptly notify KonaTel. Ploude further agrees that it will return all Confidential Information, including all copies and versions of such Confidential Information (including but not limited to information maintained on paper, disk, CD-ROM, network server, or any other retention device whatsoever) and other property of KonaTel or Apeiron, to KonaTel immediately upon termination of Ploude’s employment.

The terms of this Section 2 of this Agreement are in addition to, and not in lieu of, any other contractual, statutory or common law obligations that may have relating to the protection of KonaTel’s or Apeiron’s Confidential Information or its property.  The terms of this section shall survive indefinitely Ploude’s employment with Apeiron.

3.

Ownership of Ideas, Copyrights and Patents .

(a)

Property of Apeiron .  Ploude agrees that all ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, writings, specifications, sound recordings, pictorial and graphical representations and formulae (collectively, “Inventions”) which may be used by or which relate to the Business or activities of Apeiron or its affiliates and subsidiaries, whether patentable, copyrightable or not, which Ploude may conceive, reduce to practice or develop during his employment whether or not during normal working hours and whether or not on Apeiron’s, its affiliates and subsidiaries or Apeiron’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not at the request or suggestion of Apeiron, its affiliates and subsidiaries, Apeiron or otherwise, shall be “works made for hire,” and shall be the sole and exclusive property of Apeiron, and that Ploude shall not publish any such Inventions without the prior written consent of Apeiron.  Ploude hereby assigns to Apeiron all of Ploude’s right, title and interest in and to such Inventions.  Ploude further represents and agrees that to the best of its knowledge and belief none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation.

(b)

Ploude’s Duty to Cooperate .  During Ploude’s employment with Apeiron and afterwards, Ploude agrees that he will fully cooperate with KonaTel, Apeiron, or its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect Apeiron’s rights in and to any such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that Apeiron will bear the expense of such proceedings, and that any patent or other legal right so issued to Ploude, personally, shall be assigned by Ploude to Apeiron without charge by Ploude .

(c)

Licensing and Use of Data Ploude Provides to Apeiron.  With respect to any Inventions, and work of any similar nature (from any source), whenever created, which Ploude has not prepared or originated in the performance of its employment, but which Ploude provides to Apeiron or incorporates

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in any Apeiron product or system, Ploude grants to Apeiron a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Inventions.  Ploude promises that he will not include in any Inventions Ploude delivers to Apeiron or use on his or in any Competitive Entity’s behalf, without the prior written approval of Apeiron, any material which is or will be patented, copyrighted or trademarked by Ploude or others unless Ploude provides Apeiron with the written permission of the holder of any patent, copyright or trademark owner for Apeiron to use such material in a manner consistent with then-current Apeiron policy.

(d)

Data in Which Ploude Claims Any Interest . Listed on Claimed Interest Exhibit A to this Agreement are any and all Inventions in which Ploude claims or intends to claim any right, title and interest, including but not limited to patent, copyright and trademark interest, which to the best of his knowledge shall be or may be delivered to Apeiron in the course of his employment, or incorporated into any Apeiron product or system.  Ploude explicitly acknowledges that his obligation to disclose such information is ongoing during his employment with Apeiron, and that after Ploude executes this Agreement, if Ploude determines that any additional Inventions in which Ploude claims or intend to claim any right, title or interest, including but not limited to patent, copyright and trademark interest, has been or is likely to be delivered to Apeiron or incorporated in any Apeiron product or system, Ploude shall make immediate written disclosure of the same to KonaTel and Apeiron.

4.

Injunctive Relief .   The parties hereto agree that (a) due to the unique nature of the services and capabilities of Ploude, damages would be an inadequate remedy for KonaTel and its subsidiaries and affiliates (including Apeiron) in the event of breach or threatened breach of this Agreement, (b) any such breach may allow Ploude to unfairly compete with Apeiron and KonaTel, resulting in irreparable harm to Apeiron and KonaTel and (c) in any such event, KonaTel and its subsidiaries and affiliates shall be entitled to appropriate equitable relief, in addition to whatever remedies they might have at law, and may, either with or without pursuing any potential damage remedies, immediately obtain and enforce an injunction, including, without limitation, a temporary restraining order or preliminary injunction, prohibiting Ploude from violating this Agreement in any available forum.  Further, Apeiron and KonaTel shall be entitled to indemnification by Ploude from any loss of harm, including, without limitation, reasonable attorneys’ fees (including reasonable attorneys’ fees on appeal and costs of suit) in connection with any breach or any enforcement of Ploude’s obligations pursuant to this Agreement.

5.

Enforceability; Reasonableness.  

(a)

Without limitation, the parties agree and intend that the covenants contained in this Agreement shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought.  Accordingly, if any provision in this Agreement shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited Business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable.

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(b)

12.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year written above, to become effective as of the Effective Date.

COMPANY:

Name:

YANSON EMPLOYMENT AGREEMENT

APEIRON SYSTEMS, INC.

YANSON EMPLOYMENT AGREEMENT

This Agreement (“Agreement”) is made as of the December 31, 2018, by and between Vyacheslav Yanson, an individual (“Employee”), and Apeiron Systems, Inc., a Nevada corporation (“Employer”) (each a “Party” and collectively, the “Parties”), with reference to the following facts and objectives:

RECITALS

A.

In conjunction with the exchange of Employee’s stock in Apeiron for KonaTel stock, Employee agrees to enter into this Employment Agreement to provide services as the Chief Technical Officer of the Employer (“CTO”) and related activities as an employee of the Employer;

B.

Employer is a corporation organized and in good standing under the laws of the State of Nevada, qualified to do business in the state of California, and desires to employ the Employee in the State of California under the terms and conditions of this Agreement; and

C.

Employer is the wholly owned subsidiary of KonaTel, Inc., a Delaware corporation (“Parent”).

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

1.0

DUTIES AND STATUS AS OFFICER .  Employee shall serve as CTO of Employer for the term and upon the requirements as more specifically set forth herein and in conformance with the governing documents of the Employer.  Employee’s powers and duties in this capacity shall be determined by the Board of Directors.  Those duties shall be described in Exhibit No. 1 , attached hereto and incorporated herein.

2.0

COMPENSATION.  Employer shall pay Employee, as full compensation for services rendered to Employer as a regular full-time employee in any job-related capacity a monthly base salary of $12,500.

3.0

TERM AND TERMINATION.

3.1

Employee’s employment by Employer shall be for an initial term of 36 months, commencing December 31, 2018.  This Agreement may be terminated, however, after the expiration of the initial 36 months’ term, the Agreement shall be an at-will agreement that may be terminated upon thirty days’ written notice from either Party with or without cause.

3.2

Except as set forth herein, Employee may only be terminated for cause.  A “for cause” termination includes, but is not limited to:

1

(i)

Failure to follow the legal directives of the Chief Executive Officer of Employer (“CEO”);

(ii)

Conviction of a felony or a misdemeanor involving moral turpitude;

(iii)

Any action of the Employee which tends to bring the Employer or Parent into disrepute;

(iv)

Employee becomes unable to adequately perform its duties herein due to medical or physical disability (in such event, Employee shall be provided six months’ severance pay following termination);

(v)

Failure to perform the duties as set forth in Exhibit No. 1 in any material way or committing a breach of this Agreement (or any other Bylaw or resolution of the Employer), any of which is not corrected within 10 days following notice from the CEO; or,

(vi)

Death of the Employee.

4.0

TRADE SECRETS.

4.1.

As used herein, the term “Trade Secrets” shall be given its broadest possible interpretation under California law and shall include, but not be limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement; and other confidential and proprietary information and documents.

Employee specifically agrees that he will not, at any time, whether during or subsequent to the term of Employee's employment by Employer, in any fashion, form, or manner, unless specifically consented to in writing by Employer, either directly or indirectly use or divulge, disclose, or communicate to any person, firm, or corporation, in any manner whatsoever, any confidential information or any Trade Secrets of any kind, nature, or description concerning any matters affecting or relating to the business of Employer or Parent, including, without limiting the generality of the foregoing, the names or addresses of any of the shareholders of Employer or Parent, the prices either obtains or has obtained or in which either will sell or has sold their inventory or services, the names, buying habits or practices of any of their customers or suppliers, lists or other written records used in Employer’s or Parent’s business, compensation paid to employees and other terms of employment, business systems, computer programs, or any other confidential information of, about, or concerning the business of Employer or Parent, their manner of operation, or other confidential data of any kind, nature, or description or otherwise proprietary to either of Employer or Parent.  The Parties to this Agreement stipulate that, as between them, the foregoing items are important, material, and confidential trade secrets and affect the successful conduct of Employer's business and its goodwill and the business and goodwill of Parent.  Any breach of any term of this paragraph is a material breach of this Agreement and shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

4.2.

The Employee further covenants that he shall hold in strictest confidence any information, or Trade Secrets, whether written or oral, which, if revealed to third Parties, would impair or damage the reputation or business of the Employer or Parent.  

2

Any violation of the foregoing shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

4.3.

From time to time during the term of this Agreement, additional confidential information or knowledge of whatever kind, nature or description concerning matters affecting or relating to Employer's or Parent’s business may be developed or obtained.  Employee specifically agrees that all such additional and confidential information or knowledge shall be deemed by the Parties to this Agreement to be included within the terms of this paragraph and to constitute important, material and confidential Trade Secrets that affect the successful conduct of Employer's and Parent’s business and their goodwill.  Any breach of any terms in this paragraph relating to such additional confidential information or knowledge is a material breach of this Agreement, and shall constitute grounds for immediate dismissal, without limiting the definition of “for cause” outlined above.

4.4.

All equipment, notebooks, documents, memorandums, reports, files, auto records, samples, books, correspondence, lists, other written, electronic, and graphic records, and the like, affecting or relating to the business of Employer or Parent, which Employee shall prepare, use, construct, observe, possess or control shall be and remain Employer's (or Parent’s, as may be applicable) sole property.

4.5.

If any confidential information or other matter described in this section is sought by legal process, Employee will promptly notify Employer and Parent and will cooperate with Employer and Parent in preserving its confidentiality in connection with any legal proceeding.

5.0

COVENANT NOT TO COMPETE OR SOLICIT. During the term of this Agreement and for a period of one (1) year thereafter, Employee shall not, directly or indirectly, except on behalf of Employer or its subsidiaries and affiliates:

5.1.

become associated with a Competitive Activity (as defined below).  Without limiting the generality of the foregoing, Employee shall be deemed to be associated with a Competitive Activity if Employee acts, directly or indirectly, as an officer, director, proprietor, employee, partner, financial backer, lender (to the extent involving equity) or investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded or private corporation), guarantor, consultant, advisor, agent, representative, owner, principal, independent contractor, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity.  Nothing herein prevents Employee from becoming associated with a corporation or other organization that engages, in part, in Competitive Activity, provided that: (i) Employee plays no role, directly or indirectly, in that aspect of the business that constitutes Competitive Activity; (ii) Employee first provides Employer with written notice of the potential association; and (iii) Employer, working in good faith with Employee, agrees in writing that Employee may pursue the association.  For purposes of this Section 5.1, “Competitive Activity” is defined as (i) any product, process, service or development of the following entities: Twilio, Vonage, Telestax and 2600Hz (as such list may be amended from time to time),

3

or (ii) any business enterprise or entity in which Employee is self-employed and which is engaged in any work or activity that involves a product, process, service or development which is then competitive with and the same as or similar to a product, process, service or development on which Employee worked, or with respect to which Employee had access to Confidential Information, while engaged or employed with Employer, or (iii) any business entity or enterprise engaging in any work or activity that involves a product, process, service or development related to real-time communications, internet protocol networking (IP) and cloud systems administration.  The restricted entities listed in subsection (i) of this Section 5.1 above may change from time to time at Employer’s discretion, in which case Employee will receive advance written notice of the change.  No entity will be included on such list unless it is engaged in researching, manufacturing, developing or marketing real-time communications, internet protocol networking (IP) and cloud systems administration;

5.2.

directly or indirectly, solicit any person who is an employee of Employer or any of its subsidiaries and affiliates as of the date of this Agreement; provided, however, that (i) a general solicitation of the public for employment shall not constitute a solicitation hereunder so long as such general solicitation is not designed to target, or does not have the effect of targeting, any employee of Employer or any of its subsidiaries and affiliates; and (ii) discussions with and/or hiring of any employee of Employer or any of its subsidiaries and affiliates who initiated such discussions independently of any direct or indirect solicitation by Employee shall not be in violation of this Agreement; or

5.3.

solicit any customers, business partners or affiliates of Employer or any of Employer’s current or future successors, with the intent of encouraging or inducing one or more of said customers, business partners or affiliates to terminate, restrict or otherwise limit its or their business relationship with Employer or any of Employer’s current or future successors.

6.0

OWNERSHIP OF IDEAS, COPYRIGHTS AND PATENTS.

6.1.

Property of Employer .  Employee agrees that all ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know how, inventions, designs, copyrights, developments, apparatus, techniques, methods, writings, specifications, sound recordings, pictorial and graphical representations and formulae (collectively, “Inventions”) which may be used by or which relate to the business or activities of Employer or its subsidiaries and affiliates, whether patentable, copyrightable or not, which Employee may conceive, reduce to practice or develop during his employment whether or not during normal working hours and whether or not on Employer’s, its affiliates or subsidiaries or Employer’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not at the request or suggestion of Employer, its affiliates and subsidiaries, Employer or otherwise, shall be “works made for hire,” and shall be the sole and exclusive property of Employer, and that Employee shall not publish any such Inventions without the prior written consent of Employer.  Employee hereby assigns to Employer all of Employee’s right, title and interest in and to such Inventions, and Employee agrees that he shall execute any and all assignments or other instruments deemed reasonably required or necessary to transfer

4

any of the foregoing rights to Employer, as the Employer deems necessary or prudent.  Employee further represents and agrees that to the best of its knowledge and belief none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation.

6.2.

Employee’s Duty to Cooperate.  During Employee’s employment with Employer and afterwards, Employee agrees that it will fully cooperate with Employer, or its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect Employer’s rights in and to any such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that Employer will bear the expense of such proceedings, and that any patent or other legal right so issued to Employee, personally, shall be assigned by Employee to Employer without charge by Employee.

6.3.

Licensing and Use of Data Employee Provides to Employer.  With respect to any Inventions, and work of any similar nature (from any source), whenever created, which Employee has not prepared or originated in the performance of its employment, but which Employee provides to Employer or incorporates in any Employer product or system, Employee grants to Employer a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Inventions.  Employee promises that it will not include in any Inventions Employee delivers to Employer or use on its behalf, without the prior written approval of Employer, any material which is or will be patented, copyrighted or trademarked by Employee or others unless Employee provides Employer with the written permission of the holder of any patent, copyright or trademark owner for Employer to use such material in a manner consistent with then-current Employer policy.

6.4.

Data in Which Employee Claims Any Interest. The parties hereto acknowledge that Employee has executed that certain Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property Agreement dated and effective as of December 31, 2018 (“Assignment Agreement”) which the parties agree to be valid, enforceable and in full force and effect.  Employee agrees to update the information contained in the Assignment Agreement effective as of December 31, 2018, to be attached hereto as Exhibit No. 2, as a condition precedent to commencement of the initial term (and the enforceability) of the Employment Agreement. In the event of any conflict between the terms and conditions of the Employment Agreement and the Assignment Agreement, the provisions of the Employment Agreement shall prevail.

7.0

DISPUTES . In the event of disagreement or dispute between the Parties arising out of or connected with this Agreement that cannot be adjusted by and between the Parties involved, the disputed matter shall be resolved as follows:

5

7.1.

Mediation. The Parties agree to mediate any dispute or claim arising between them out of this Agreement or any resulting transaction before resorting to arbitration or court action. Mediation fees, if any, shall be divided equally among the Parties involved. If any Party commences an arbitration or court action based on a dispute or claim to which this paragraph applies without first attempting to resolve the matter through mediation, then that Party shall not be entitled to recover attorney's fees, even if they would otherwise be available to that Party in any such arbitration or court action.

7.2.

Arbitration . The Parties agree that any dispute or claim in law or equity arising between them out of this Agreement or any resulting transaction, which is not settled through mediation, shall be decided by neutral, binding arbitration and not by court action. The arbitration shall be conducted by a retired judge or justice, or an attorney with not less than five years substantial experience with business or employment law, unless the Parties mutually agree to a different arbitrator, who shall render an award in accordance with substantive California law. In all other respects, the arbitration shall be conducted in accordance with and enforcement shall be subject to the Federal Arbitration Act. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. The Parties shall have the right to discovery to the extent authorized by the law and regulations of the State of California.

7.3.

Exclusions from Mediation and Arbitration. The following matters are excluded from mediation and arbitration hereunder:

(i)

any matter which is within the jurisdiction of a probate or small claims court; and

(ii)

an action for bodily injury or wrongful death.

8.0

EMPLOYEE’S DUTIES ON TERMINATION. In the event of termination of employment with Employer, Employee agrees to deliver promptly to Employer all equipment, notebooks, documents, memorandums, reports, files, samples, books, correspondence, lists or other written, electronic, or graphic records, and the like, relating to Employer’s business, and all copies of such materials which are or have been in Employee’s possession or under Employee’s control.  Upon the termination of Employment, with Employer, Employee shall also deliver an executed Termination Certificate to Employer in the form set forth in Exhibit No. 3, attached hereto.

9.0

CONTINUING OBLIGATIONS.  Employee’s obligations shall continue in effect beyond Employee’s term of employment, and the obligation shall be binding upon Employee’s assigns, heirs, executors, administrators and other legal representatives.

10.0

SEVERABLE PROVISIONS.  The provisions of this Agreement are severable.   If one or more provisions should be determined to be judicially unenforceable, in whole or in part, the remaining provisions shall never the less be binding and enforceable.  The provisions of this Agreement shall be construed as separate provisions covering their subject matter in each of the

6

separate counties and states of the United States in which Employer transacts its business.  To the extent that any provision shall be judicially unenforceable in any one or more of those counties or states, the provisions shall not be affected with respect to each other county or state, each provision with respect to each county and state being construed as severable and independent.

11.0

EMPLOYEE’S REPRESENTATIONS.  Employee represents and warrants that Employee is free to enter into this Agreement and to perform each of the terms and covenants contained herein and Employer represents and warrants that Employee is not restricted or prohibited, contractually or otherwise, from entering into this Agreement, and that Employee’s execution and performance of this Agreement is not a violation or breach of any other Agreement between Employee and any other person or entity.

12.0

GOVERNING LAW.  The validity, construction, performance and effect of this Agreement shall be governed by the laws of the State of California.

13.0

ADVICE OF COUNSEL.   EMPLOYEE ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, EMPLOYEE HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND EMPLOYEE HAS READ AND UNDERSTANDS ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT.  THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF.

14.0

TIME OF ESSENCE . Time is of the essence of all obligations contemplated in this Agreement.

15.0

ASSIGNMENT. This Agreement shall inure to the benefit of, and shall be binding upon, the Employer, its successors or assigns.  This Agreement may not be assigned by Employee.

16.0

ENTIRE AGREEMENT .  This Agreement supersedes all arrangements previously made between the Parties relating to its subject matter.  There are no other understandings or agreements.

IN WITNESS WHEREOF, the Parties to this Agreement have duly executed it on the day and year first above written.

Employee:

Employer:

Apeiron Systems, Inc., a Nevada corporation

/s/ Vyacheslav Yanson _________________

By: /s/ Joshua Ploude ____________________

Vyacheslav Yanson

Joshua Ploude

Chief Executive Officer (CEO)

7

Exhibit No. 1

Duties of Chief Technical Officer

Responsible for presiding over the technical development and technical support workforce; ensure adherence to technical budgets, plans, and ensure resources are properly allocated; follow all legal directives of the CEO; ensure the technical department meets individual goals; and participate in development of long-range strategic technical plans, goals and strategies of Employer.

Primary Responsibilities

Staffing

*

Manage all internal technical staff including software engineers, software support engineers and testing engineers, or as may be expanded from time-to-time by the CEO.

*

Direct technical staff, including organizational structure, professional development, motivation, performance evaluation, discipline, compensation, personnel policies, and procedures.

*

Resolve problems related to technical staffing.

*

Evaluate technical staff performance and recommend applicable merit increases, promotion, and disciplinary actions for technical staff.

*

Ensure technical staff follow all applicable product roadmaps and design plans.

*

Conduct monthly, or more often as needed, technical staff meetings, or individual meetings, to ensure the technical staff are following Employer standards and morale is positive.

*

Assist, and where applicable mentor, technical staff with software development, configuration or any other issues or challenges.

*

Per the technical department’s staffing budget, as set forth by the CEO, evaluate and hire new staff of the technical department.

*

Ensure no introduction of any methods, tools, technologies, libraries, prior developed source code, or techniques into the development cycle, testing cycle, support cycle or elsewhere in the Employer’s technology without the express approval of the CTO.

*

Review and approve technical staff software development or system configuration and suggest changes where needed.

*

Manage all external development personnel, tasks or projects contracted outside the Employer.

*

Ensure the development team, internal our outsourced, complies with all software coding standards, documentation requirements, configuration standards and protocols defined by the CTO.

Technology

*

As set forth in the Employer’s budget and product / service roadmap, implement technical strategies and set the overall technical direction of the Employer.

*

Create, manage, and maintain technical organizational policies and procedures.

*

Interpret policies, objectives and operational procedures in compliance with

*

Resolve problems related to Employer’s technology, technical facilities, equipment, systems, and technical suppliers.

*

In coordination with the CEO, select the technologies, languages and infrastructure upon which all products and services will be built.

*

Create, manage, and maintain the entire software development cycle for all products and services from initial design to delivery and support.

*

Where applicable, personally develop products and services including product MVPs and experimental software project development approved by the CEO.

8

*

Select, manage and maintain the software development tools, development environments, hosting environments, and database environments, including but not limited to, IDE, source control, logging, data backup, and testing.

*

Create, manage and ensure compliance with all internal and generally accepted industry standards for highest quality software development, architecture, module, and component development.

*

In coordination and approval with the CEO and/or other Employer management, as directed by the CEO, create, manage and maintain all product and service development plans (roadmaps) setting, maintaining and modifying, where applicable, product feature priorities.

*

Based on internal and generally accepted industry standards, create, manage, and maintain all software coding standards and development protocols.

*

Create, manage, and maintain current and accurate technical documentation for, including but not limited to, all software products, services, source code standards, database structure, libraries, interfaces, configurations, activation processes, deactivation processes, fail-over processes, fail-back processes, error reporting, and other processes or procedures for all products and services.

*

Ensure the design, modification, and maintenance of all database infrastructure is efficient and properly scaled including, but not limited to, table, row, index, and data relation design.

*

Ensure all source code, data, network settings and configurations are properly backed up (saved) in a safe, efficient and secure manor for rapid retrieval and repatriation for minimal service interruption.

*

Continuously research new tools, techniques and technologies to improve development efficiency and product quality.

*

Create, manage, and maintain all product testing and where possible, implement automated testing processes.

*

Create, manage, and maintain all error reporting procedures and where possible, implement automated error reporting and self-healing technologies for maximum up-time of all products and services.

*

Create, manage and maintain all project timelines and ensure the timely delivery of all project tasks.

*

Create, manage and maintain all product and service releases, tags, and version history.

*

Create, manage and maintain the schedule, quality and results of source code review and network design reviews.

*

Ensure all product quality, testing, network design, and failure recovery meet the highest industry standards for highest quality, reliability and the least possible interruption of service.

*

Manage and maintain Employer servers, databases, and all external services and tools.

*

Ensure all Employer servers and data are completely secured and protected against all attacks.

*

Manage and maintain all domains, SSL certificates, CDN, and other server-related and web components, ensuring maximum uptime with no interruption to service.

*

Manage and maintain Employer's websites, landing pages, and other ancillary services, ensuring maximum uptime with no interruption to service.

*

Undertake special projects as directed by the CEO.

9

General Performance Requirements

Knowledge of organization policies, procedures, systems and objectives.  Knowledge of fiscal management and human resource management techniques.  Excellent leadership skills with demonstrated ability to effectively lead in a changing environment.  Knowledge of telecommunications industry and related governmental regulations and compliance requirements.  Knowledge of computer systems, telecom switching systems, and applications.  Skill in planning, organizing, prioritizing, delegating and supervising.  Skill in exercising initiative, judgment, problem-solving, decision-making.  Skill in identifying and resolving problems.  Skill in developing and maintaining effective relationships with administrative staff, vendors and customers.  Skill in developing comprehensive reports related to the technical department, financial and technical analysis for the technical department.  Ability to analyze and interpret complex data.

10

Exhibit No. 2

Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property Agreement

CONFIDENTIALITY, NON-COMPETITION, NON-SOLICITATION, AND

INTELLECTUAL PROPERTY AGREEMENT

This AGREEMENT (the “Agreement”) is made and entered into as of December 31, 2018 (the “Effective Date”), by and among KonaTel, Inc., a Delaware corporation (“KonaTel”), Apeiron Systems, Inc., a Nevada corporation (“Apeiron”), and Vyacheslav Yanson, an individual (“Yanson”), and is effective as of the Effective Date.  Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement (as defined below).  This Agreement shall become effective (the “Effective Date”) immediately prior to consummation of the merger that is the subject of the Merger Agreement set forth above. If such merger is not consummated, this Agreement shall immediately terminate and be of no force or effect.

RECITALS

WHEREAS, Yanson is a stockholder of Apeiron and, pursuant to that certain “Agreement and Plan of Merger” dated as of even date herewith, by and among KonaTel and KonaTel Acquisition Corp., a wholly-owned subsidiary of KonaTel (“Merger Subsidiary”);  and Apeiron and Yanson and Joshua Ploude (the “Apeiron Shareholders”) as defined therein) (the “Merger Agreement”), Apeiron will upon the closing of the transactions contemplated by the Merger Agreement, become a wholly-owned subsidiary of KonaTel;

WHEREAS, the business of Apeiron is the business of telecommunications, data services, software development, and software as a service, utilizing the core technologies of real-time communications, Internet protocol networking (IP) and cloud systems administration (the “Business”);

WHEREAS, KonaTel and its affiliates and subsidiaries (including, upon consummation of the Merger Agreement, Apeiron) intend to engage in the Business;

WHEREAS, as a condition to its willingness to enter into the Merger Agreement and in consideration of KonaTel’s exchange for value of all of Yanson’s shares of capital stock of Apeiron pursuant to the Merger Agreement, KonaTel has required that Yanson shall have executed and delivered this Agreement in favor of KonaTel and its respective affiliates and subsidiaries (including, after the Effective Date, Apeiron); and

WHERAS, the parties hereto agree that it is of material significance to KonaTel that this Agreement be executed by Yanson prior to any closing of the Merger Agreement and that KonaTel would not execute this Agreement but for the representation and warranty by Yanson that he would contemporaneously execute the Merger Agreement.

11

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals, the terms and provisions of this Agreement, the Merger Agreement and the ancillary agreements and instruments related thereto, the receipt and sufficiency of such consideration being hereby acknowledged by the parties hereto, the parties hereto agree as follows:

1.

Covenant Not to Compete or Solicit .  From one (1) year after the termination of Yanson’s employment with Apeiron (the “Term”), Yanson shall not, directly or indirectly, except on behalf of KonaTel, Apeiron and their respective subsidiaries and affiliates:

(a)

become associated with a Competitive Activity (as defined below).  Without limiting the generality of the foregoing, Yanson shall be deemed to be associated with a Competitive Activity if Yanson acts, directly or indirectly, as an officer, director, proprietor, employee, partner, financial backer, lender (to the extent involving equity) or investor (other than as a holder of less than 5% of the outstanding capital stock of a publicly traded or private corporation), guarantor, consultant, advisor, agent, representative, owner, principal, independent contractor, or in any other individual or representative capacity with any individual, partnership, corporation or other organization that is engaged in a Competitive Activity.  Nothing herein prevents Yanson from becoming associated with a corporation or other organization that engages, in part, in Competitive Activity, provided that: (i) Yanson plays no role, directly or indirectly, in that aspect of the Business that constitutes Competitive Activity; (ii) Yanson first provides Apeiron with written notice of the potential association; and (iii) Apeiron, working in good faith with Yanson, agrees in writing that Yanson may pursue the association.  For purposes of this Section 1(a), “Competitive Activity” is defined as (i) any product, process, service or development of the following entities: Twilio, Vonage, Telestax, and 2600hz (as such list may be amended from time to time), or (ii) any business enterprise or entity in which Yanson is self-employed and which is engaged in any work or activity that involves a product, process, service or development which is then competitive with and the same as or similar to a product, process, service or development on which Yanson worked, or with respect to which Yanson had access to Confidential Information, while engaged or employed with Apeiron or the KonaTel, or (iii) any business entity or enterprise engaging in any work or activity that involves a product, process, service or development related to real-time communications, Internet protocol networking (IP) and cloud systems administration.  The restricted entities listed in subsection (i) above may change from time to time at Apeiron’s or KonaTel’s discretion, in which case Yanson will receive advance written notice of the change.  No entity will be included on such list unless it is engaged in researching, manufacturing, developing or marketing real-time communications, internet protocol networking (IP) and cloud systems administration;

(b)

directly or indirectly, solicit any person who is an employee of KonaTel, Apeiron or any of their respective affiliates as of the date of this Agreement; provided , however, that (i) a general solicitation of the public for employment shall not constitute a solicitation hereunder so long as such general solicitation is not designed to target, or does not have the effect of targeting, any employee of KonaTel, Apeiron or any of their respective affiliates; and (ii) discussions with and/or hiring of any employee of KonaTel, Apeiron or any of their respective affiliates who initiated such discussions independently of any direct or indirect solicitation by Yanson shall not be in violation of this Agreement; or  

12

(c)

solicit any customers, business partners or affiliates of Apeiron, KonaTel or any of Apeiron’s or KonaTel’s current or future successors, with the intent of encouraging or inducing one or more of said customers, business partners or affiliates to terminate, restrict or otherwise limit its or their business relationship with Apeiron, KonaTel, or any of Apeiron’s or KonaTel’s current or future successors.

2.

Duties Regarding Confidentiality .  

(a)

Confidentiality Obligations to Apeiron .  Apeiron has developed, uses and maintains trade secrets ^{1 /} and other confidential and proprietary information including, without limitation, technical data and specifications, business and financial information, product and marketing plans, customer and client information, customer and client lists, customer, client and vendor identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans, business plans, strategy forecasts, financial information, budgets, software, projections and procedures, and Inventions (as defined in Section 3), in written, oral, electronic and/or other forms (“Confidential Information”), and Apeiron has taken and shall continue to take all reasonable measures to protect the confidentiality of such Confidential Information.  Yanson acknowledges that during Yanson’s employment with Apeiron Yanson will be given direct access to and knowledge of Confidential Information.

Yanson agrees that all such Confidential Information is and shall remain the sole property of Apeiron and that Yanson will hold in strictest confidence, and will not, either during or after the termination of Yanson’s employment (except as required in the course of Yanson’s duties on behalf of Apeiron), use, disclose or give to others (whether a business, firm, entity, person or otherwise), either directly or indirectly, any of the Confidential Information or any other scientific, technical, trade or business secret or confidential or proprietary information of Apeiron or of any third party provided to Yanson during its employment by Apeiron.

(b)

Confidentiality Obligations to KonaTel .  Yanson also agrees not to divulge to or use for the benefit of another entity or individual trade secrets (as defined in footnote 1) and other confidential and proprietary information including, without limitation, technical data and specifications, business and financial information, product and marketing plans, customer and client information, customer and client lists, customer, client and vendor identities and characteristics, agreements, marketing knowledge and information, sales figures, pricing information, marketing plans, business plans, strategy forecasts, financial information, budgets, software, and projections and procedures developed by KonaTel.  By signing this Agreement, Yanson affirms that Yanson has not divulged or used any such information for the benefit of another entity or individual, and that Yanson has not and will not misappropriate any Invention that Yanson played any part in creating while working for Apeiron for the benefit of another entity or individual.

^{1 /}

The term “trade secrets,” as used in this Agreement, shall be given its broadest possible interpretation under California law and shall include, but not be limited to, anything tangible or intangible or electronically kept or stored, which constitutes, represents, evidences or records a secret scientific, technical, merchandising, production or management information, design, process, procedure, formula, invention or improvement; and other confidential and proprietary information and documents.

13

(c)

General Confidentiality Obligations .  Yanson’s obligation of confidentiality under this Agreement does not apply to information that (i) becomes a matter of public knowledge through no fault of Yanson’s own or (ii) must be disclosed pursuant to lawful subpoena, court order or statutory requirement.  However, Yanson agrees that in the event Yanson is questioned by anyone not employed by KonaTel, Apeiron, or by an employee of or a consultant to KonaTel or Apeiron not authorized to receive such information, in regard to any such Confidential Information or any other secret or confidential work of KonaTel or Apeiron, Yanson will promptly notify KonaTel. Yanson further agrees that it will return all Confidential Information, including all copies and versions of such Confidential Information (including but not limited to information maintained on paper, disk, CD-ROM, network server, or any other retention device whatsoever) and other property of KonaTel or Apeiron, to KonaTel immediately upon termination of Yanson’s employment.

The terms of this Section 2 of this Agreement are in addition to, and not in lieu of, any other contractual, statutory or common law obligations that may have relating to the protection of KonaTel’s or Apeiron’s Confidential Information or its property.  The terms of this section shall survive indefinitely Yanson’s employment with Apeiron.

3.

Ownership of Ideas, Copyrights and Patents .

(a)

Property of Apeiron .  Yanson agrees that all ideas, discoveries, creations, manuscripts and properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, writings, specifications, sound recordings, pictorial and graphical representations and formulae (collectively, “Inventions”) which may be used by or which relate to the Business or activities of Apeiron or its affiliates and subsidiaries, whether patentable, copyrightable or not, which Yanson may conceive, reduce to practice or develop during his employment whether or not during normal working hours and whether or not on Apeiron’s, its affiliates and subsidiaries or Apeiron’s premises or with the use of its equipment, whether alone or in conjunction with others, and whether or not at the request or suggestion of Apeiron, its affiliates and subsidiaries, Apeiron or otherwise, shall be “works made for hire,” and shall be the sole and exclusive property of Apeiron, and that Yanson shall not publish any such Inventions without the prior written consent of Apeiron.  Yanson hereby assigns to Apeiron all of Yanson’s right, title and interest in and to such Inventions.  Yanson further represents and agrees that to the best of its knowledge and belief none of the Inventions will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation.

(b)

Yanson’s Duty to Cooperate .  During Yanson’s employment with Apeiron and afterwards, Yanson agrees that he will fully cooperate with KonaTel, Apeiron, or its attorneys and agents in the preparation and filing of all papers and other documents as may be required to perfect Apeiron’s rights in and to any such Inventions, including, but not limited to, joining in any proceeding to obtain letters patent, copyrights, trademarks or other legal rights of the United States and of any and all other countries on such Inventions, provided that Apeiron will bear the expense of such proceedings, and that any patent or other legal right so issued to Yanson, personally, shall be assigned by Yanson to Apeiron without charge by Yanson .

(c)

Licensing and Use of Data Yanson Provides to Apeiron.  With respect to any Inventions, and work of any similar nature (from any source), whenever created, which Yanson has not prepared or originated in the performance of its employment, but which Yanson provides to Apeiron or incorporates

14

in any Apeiron product or system, Yanson grants to Apeiron a royalty-free, fully paid-up, non-exclusive, perpetual and irrevocable license throughout the world to use, modify, create derivative works from, disclose, publish, translate, reproduce, deliver, perform, dispose of, and to authorize others so to do, all such Inventions.  Yanson promises that it will not include in any Inventions Yanson delivers to Apeiron or use on his or in any Competitive Entity’s behalf, without the prior written approval of Apeiron, any material which is or will be patented, copyrighted or trademarked by Yanson or others unless Yanson provides Apeiron with the written permission of the holder of any patent, copyright or trademark owner for Apeiron to use such material in a manner consistent with then-current Apeiron policy.

(d)

Data in Which Yanson Claims Any Interest . Listed on Claimed Interest Exhibit A to this Agreement are any and all Inventions in which Yanson claims or intends to claim any right, title and interest, including but not limited to patent, copyright and trademark interest, which to the best of his knowledge shall be or may be delivered to Apeiron in the course of his employment, or incorporated into any Apeiron product or system.  Yanson explicitly acknowledges that his obligation to disclose such information is ongoing during his employment with Apeiron, and that after Yanson executes this Agreement, if Yanson determines that any additional Inventions in which Yanson claims or intend to claim any right, title or interest, including but not limited to patent, copyright and trademark interest, has been or is likely to be delivered to Apeiron or incorporated in any Apeiron product or system, Yanson shall make immediate written disclosure of the same to KonaTel and Apeiron.

4.

Injunctive Relief .   The parties hereto agree that (a) due to the unique nature of the services and capabilities of Yanson, damages would be an inadequate remedy for KonaTel and its subsidiaries and affiliates (including Apeiron) in the event of breach or threatened breach of this Agreement, (b) any such breach may allow Yanson to unfairly compete with Apeiron and KonaTel, resulting in irreparable harm to Apeiron and KonaTel and (c) in any such event, KonaTel and its subsidiaries and affiliates shall be entitled to appropriate equitable relief, in addition to whatever remedies they might have at law, and may, either with or without pursuing any potential damage remedies, immediately obtain and enforce an injunction, including, without limitation, a temporary restraining order or preliminary injunction, prohibiting Yanson from violating this Agreement in any available forum.  Further, Apeiron and KonaTel shall be entitled to indemnification by Yanson from any loss of harm, including, without limitation, reasonable attorneys’ fees (including reasonable attorneys’ fees on appeal and costs of suit) in connection with any breach or any enforcement of Yanson’s obligations pursuant to this Agreement.

5.

Enforceability; Reasonableness.  

(a)

Without limitation, the parties agree and intend that the covenants contained in this Agreement shall be deemed to be a series of separate covenants and agreements, one for each and every county or political subdivision of each applicable state of the United States.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies of each jurisdiction in which enforcement is sought.  Accordingly, if any provision in this Agreement shall be adjudicated to be invalid or unenforceable, such provision, without any action on the part of the parties hereto, shall be deemed amended to delete or to modify (including, without limitation, a reduction in duration, geographical area or prohibited Business activities) the portion adjudicated to be invalid or unenforceable, such deletion or modification to apply only with respect to the operation of such provision in the particular jurisdiction in which such

15

adjudication is made, and such deletion or modification to be made only to the extent necessary to cause the provision as amended to be valid and enforceable.

(b)

Yanson agrees and acknowledges that the covenants of Yanson contained herein are reasonably necessary for the protection of Apeiron’s and KonaTel’s interests under the Merger Agreement, including the full benefit of any reputation or goodwill associated with the Business as the Business may exist on and after the date hereof, and are not unduly restrictive upon Yanson.

6 .

Amendment; Assignment .  This Agreement may be amended only by a written instrument signed by each of the parties hereto.  Nothing in this Agreement, express or implied, is intended to confer upon any third person (other than the subsidiaries and affiliates of KonaTel and Apeiron, each of which is hereby expressly made third party beneficiaries of this Agreement) any rights or remedies under or by reason of this Agreement.  This Agreement may be terminated only upon the written agreement of all of the parties hereto.  No waiver of any provision of this Agreement shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.  Neither this Agreement nor any of the rights or obligations hereunder may be assigned by Yanson without the prior written consent of KonaTel, or by KonaTel without the prior written consent of Yanson, except that KonaTel may, without such consent, assign the rights hereunder to an Affiliate of KonaTel or a third party acquiring all of the capital stock or all or substantially all of the assets of KonaTel.

7.

Entire Agreement.  This Agreement constitutes the full and complete understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements with respect to the subject matter hereof.

8.

Notices .  Unless otherwise provided herein, any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been given (a) when delivered in person, (b) one Business Day after depositing with an internationally recognized overnight courier, or (c) on the date sent when delivered by facsimile transmission prior to the close of business on a Business Day and one Business Day after facsimile transmission at any other time, in each case, addressed as follows:

If to KonaTel or Apeiron, to the address set forth in Section 11.2 of the Merger Agreement.

If to Yanson:  To the most recent address on file with Apeiron.

Any party may, from time to time, designate any other address to which any such notice to such party shall be sent.  Notices mailed as provided herein shall be deemed given on receipt or refusal of an otherwise proper delivery.

9.

Governing Law .  This Agreement shall be governed by and construed and enforced in accordance with the internal, substantive laws of the State of California, without giving effect to the conflict of laws rules thereof.

10.

Binding Effect .  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to the extent expressly provided herein, to their respective successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.

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11.

Captions .  The captions used herein are for ease of reference only and shall not define or limit the provisions hereof.

12.

Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but which taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF , the parties hereto have executed this Agreement as of the day and year written above, to become effective as of the Effective Date.

COMPANY:

Apeiron Systems, Inc.

By:

/s/ Joshua Ploude

Name:

Joshua Ploude

Title:

C. E. O.

YANSON:

/s/ Vyacheslav Yanson

Vyacheslav Yanson

PARENT:

KonaTel, Inc.

By:

/s/ D. Sean McEwen

Name:

D. Sean McEwen

Title:

Chairman/CEO

17

LOCK-UP / LEAK-OUT AGREEMENT

THIS LOCK-UP/LEAK-OUT AGREEMENT (the “ Agreement ”) is made and entered into between KonaTel, Inc., a Delaware corporation (the “ Company ”), and the undersigned person listed on the Counterpart Signature Page hereof (the “ Shareholder ”), effective as of the closing of the Merger Agreement (as defined below) (the “ Effective Date ”).  For all purposes of this Agreement, “Shareholder” includes any “affiliate,” controlling person of the Shareholder, agent, representative or other person with whom the Shareholder is or may be deemed to be acting in concert in connection with any sales of Common Stock (as defined below) of the Company.

RECITALS:

WHEREAS, the Company; KonaTel Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“Merger Subsidiary”); Apeiron Systems, Inc., a Nevada corporation (“ Apeiron ”); Joshua Ploude (“ Ploude ”) and Vyacheslav Yanson (“ Yanson ”), jointly and severally, intend to complete an Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which Merger Subsidiary will  merge with and into Apeiron with Apeiron being the surviving entity and whereby the Company will acquire all of the outstanding securities or other equity interests in Apeiron and Apeiron will become a wholly-owned subsidiary of the Company; and

WHEREAS, it is intended that the shares of common stock of the Company covered by this Agreement shall include the common stock currently owned by the Shareholder and represented by the stock certificate(s) (or any successor stock certificate(s) issued on the transfer of such stock certificate(s) described on the Counterpart Signature Page hereof or otherwise; and any shares of $0.001 mill par value common stock of the Company acquired by the Shareholder under the Merger Agreement or subsequent to the Effective Date (the “ Common Stock ”); and

WHEREAS, the execution and delivery of this Agreement is a condition to the closing of the Merger Agreement; and

WHEREAS, the Company and the Shareholder understand that the Shareholder’s failure to comply with the terms and conditions of this Agreement could have substantial adverse consequences to the Company, its shareholders and any public trading market for the Company’s Common Stock that cannot be reasonably measured or determined at this time; and

WHEREAS, except as otherwise provided herein, to the extent that any shares of the Common Stock covered hereby are subject to that certain Shareholder Voting Agreement to be entered into as of the closing of the Merger Agreement, by and among the Company, Merger Subsidiary and Apeiron and the respective “Apeiron Shareholders” (as defined in the Merger Agreement), such shares of Common Stock shall remain subject to such Shareholder Voting Agreement;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Company and the Shareholder do hereby agree as follows:

1

1.

Subject to compliance with all of the applicable provisions of the United States Securities and Exchange Commission (the “ SEC ”) Rule 144 as now in effect or hereafter amended, including SEC interpretations thereof, or an effective S-1 Registration Statement filed with the SEC under the Securities Act of 1933, as amended (the “ Securities Act ”), which is accompanied by a “current” Resale Prospectus that includes shares of Common Stock covered hereby that are sought to be publicly sold by a Shareholder through a registered broker-dealer (respectively, a “ Registration Statement ” and the “ Shareholder Broker ”), and except as otherwise expressly provided herein, the Shareholder may only sell the Common Stock subject to the following conditions, commencing on the later of six (6) months from the Effective Date (the “ Lock-Up Period ”); provided, however, the Lock-Out Period shall not cover any Common Stock owned by the Shareholder that is included in a Registration Statement, though the provisions of the Leak-Out Period (as defined below) shall continue to be applicable to the Shareholder and the Common Stock.  Following the Lock-Up Period, the Shareholder may sell the Common Stock as follows (the “ Leak-Out Period ”):

1.1

The Shareholder shall be allowed to sell in one (1) week, no more than the greater of (i) (5%) of the total shares of the Company publicly traded on any nationally recognized medium of a stature no less than the OTC Pink Tier of the OTC Markets, Inc. (the “OTC Pink Tier”) over the previous ten (10) trading days, or (ii) one percent (1%) of the total outstanding shares of the Company as reported in the Company’s most recently filed SEC report or registration statement in the Edgar Archives of the SEC, divided by thirteen (13) weeks, which number may be updated from time to time, based upon the number of shares reflected as being outstanding in the Company’s most recent SEC filing, on a non-cumulative basis, meaning that if the amount of shares allowed to be sold under this subparagraph are not sold in any specific week, that the unsold amount cannot be cumulated and sold in any subsequent week or weeks with the sale of other shares that are allowed to be sold in a specific week, and that all of such sales be shall made at the “ask” price and not at the “bid” price for the Company’s shares in any applicable public market for such shares. Any sales made by “affiliates” of the Company during the Leak-Out Period are also subject to the standard volume limitations applicable to any “affiliate” of the Company under SEC Rule 144.

1.2

The Shareholder shall not engage in an investment strategy based upon selling these or any other shares of the Company’s Common Stock, whether equity, debt or otherwise, “short,” while the Shareholder’s shares covered hereby remain unsold, and the Shareholder shall not “short” the Company’s Common Stock while any shares of the Company’s Common Stock owned by the Shareholder remain unsold;

1.3

Except as otherwise provided herein (or by operation of law), all Common Stock shall be sold by the Shareholder in “broker’s transactions” and in compliance with the “manner of sale” requirements as those terms are defined in Rule 144 of the SEC during the Leak-Out Period.

1.4

An appropriate legend describing this Agreement shall be imprinted on each stock certificate representing Common Stock covered hereby, and the transfer records of the Company’s transfer agent shall reflect such resale restrictions.

2

2.

The delivery of a duly executed copy of this Agreement, with the Shareholder’s Broker’s Acknowledgement duly signed by the Shareholder’s Broker, which Broker’s Acknowledgement is contained on the Counterpart Signature Page hereof, shall be satisfactory evidence for all purposes of this Agreement that the Shareholder and the Broker shall comply with the “brokers’ transactions,” “manner of sale” and limitations on the number of shares of Common Stock that can be sold in any applicable period outlined in Section 1.1 hereof and in compliance with all of the terms and conditions of this Agreement, and no further evidence thereof will be required of the Shareholder; provided, however, the Company shall have the right to confirm such compliance with any Shareholder and the Shareholder’s Broker, to the extent that it deems reasonably required or necessary to assure compliance with this Agreement; and provided, however, that the Shareholder can otherwise provide satisfactory evidence to the Company of such compliance, subject to the Company’s acceptance of any such alternative compliance evidence.  Failure by the Shareholder or the Shareholder’s Broker to provide the Company with reasonable evidence of compliance with the terms and provisions of this Agreement on written request by the Company and within ten (10) business days of such written request shall result in the withdrawal of any legal opinion rendered by the Company’s legal counsel respecting the lawful sale of the Shareholder’s Common Stock, with advice thereof to the Shareholder and the Shareholder’s Broker, and if any of the shares of Common Stock then being sold by the Shareholder are being sold in reliance on a Registration Statement, at the option of the Company, such shares of Common Stock may be withdrawn from the Registration Statement,  In any such event, “stop transfer” instructions shall be provided to the Company’s transfer and registrar agent regarding the Shareholder’s Common Stock,

3.

Notwithstanding anything to the contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the public trading market for the Company’s Common Stock.  Unless otherwise agreed, all such waivers shall be pro rata, as to all Shareholders who have executed a Lock-Up/Leak-Out Agreement with the Company in connection with the Merger Agreement, and all such shares of Common Stock shall be subject to sale in accordance will all applicable securities laws, rules and regulations.  

4.

In the event of: (a) a completed tender offer to purchase all or substantially all of the Company’s issued and outstanding securities (at least 50.1% or more of the Company’s voting securities); or (b) a merger, consolidation or other reorganization of the Company with or into an unaffiliated entity that results in a change in control of the Company (excluding the Merger Agreement and resulting in a change in control of 50.1% or more of the Company), then this Agreement shall terminate as of the closing of such event, and the Common Stock restrictions on the resale of the Common Stock pursuant hereto shall terminate, though the requirement that all shares of Common Stock shall be subject to sale in accordance will all applicable securities laws, rules and regulations shall continue.

5.

Except as otherwise provided in this Agreement, the Shareholder Voting Agreement, if applicable, or any other agreements between the parties or otherwise, the Shareholder shall be entitled to the beneficial rights of ownership of the Common Stock, including the right to vote the Common Stock for any and all purposes.

3

6.

The number of shares of Common Stock included in any allotment that can be sold by the Shareholder hereunder shall be appropriately adjusted should the Company declare and effect a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

7.

This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

8.

All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement, to the Company, at 13601 Preston Road, #E816, Dallas, Texas 75240 (or the current address of the Company in the SEC Archives as listed in its most recently filed report or registration statement respectively filed under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”) or the Securities Act, and to the Shareholder or the Shareholder’s Broker, at the addresses in the Counterpart Signature Page.  All notices shall be deemed to be given on the same day if delivered by hand or on the following business day if sent by overnight delivery or the second business day following the date of mailing.

9.

The resale restrictions on the Common Stock set forth in this Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

10.

The Company or the Shareholder who fails to fully adhere to the terms and conditions of this Agreement shall be liable to every other party to this Agreement for any damages suffered by any party by reason of any such breach of the terms and conditions hereof.  The Shareholder agrees that in the event of a breach of any of the terms and conditions of this Agreement by the Shareholder, that in addition to all other remedies that may be available in law or in equity to the non-defaulting parties, a preliminary and permanent injunction, without bond or surety, and an order of a court requiring such Shareholder to cease and desist from violating the terms and conditions of this Agreement and specifically requiring the Shareholder to perform his/her/its obligations hereunder is fair and reasonable by reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that the Company or any non-defaulting Shareholder may suffer as a result of any breach of the terms and provisions of this Agreement or the continuation thereof.

11.

This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and may not be amended except by a written instrument executed by the parties hereto and approved by a majority of the members of the Board of Directors of the Company.

12.

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts entered into and to be performed wholly within said State; and the Company and the Shareholder agree that any action based upon this Agreement may be brought in the United States federal and state courts situated in Delaware only, and that each shall submit to the jurisdiction of such courts for all purposes hereunder.

13.

In the event of default hereunder, the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred in the enforcement of this Agreement.

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14.

This Agreement shall be binding upon any successors or assigns of the Common Stock, without qualification.

15.

This Agreement shall terminate on the earlier of: (i) two (2) years from its Effective Date; (ii) the listing of the Company on a nationally recognized exchange of no less significance than the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange; or (iii) on the completion of any event specified in Section 4 hereof.

[ The remainder of this page has been intentionally left blank.  Signature page follows.]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the respective dates indicated below.

KONATEL, INC.

Date: 12/26/2018

By: /s/ D. Sean McEwen

                                                                                                                        D. Sean McEwen, President and CEO

[ The remainder of this page has been intentionally left blank.  Counterpart Signature page follows.]

5

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

This Counterpart Signature Page for that certain Lock-Up/Leak-Out Agreement (the “Agreement”) effective as the above referenced closing of the Merger Agreement (the “Effective Date”), among KonaTel, Inc., a Delaware corporation (the “Company”); and the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intends to be legally bound by the terms of the Agreement, as a Shareholder, of the number of shares of the Company set forth below and represented by the stock certificate(s) described below (or otherwise) or any Common Stock acquired after the Effective Date.

SHAREHOLDER:

                                                                  Joshua Ploude

                                                                 5301 Beethoven Street, Suite 170

                                                                        Los Angeles, CA 90066

                                                                #1137 for 6,300,000 shares

                                                                (Stock Certificate No. and Number of Shares)

Date:  12/26/2018                               /s/ Joshua Ploude

      (Signature) (Representative Capacity, if Applicable)

BROKER ACKNOWLEDGEMENT:

(Print Name)

(Street Address)

(City and State)

(Stock Certificate No. and Number of Shares)

Date:

(Signature) (Representative Capacity, if Applicable)

6

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

This Counterpart Signature Page for that certain Lock-Up/Leak-Out Agreement (the “Agreement”) effective as the above referenced closing of the Merger Agreement (the “Effective Date”), among KonaTel, Inc., a Delaware corporation (the “Company”); and the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intends to be legally bound by the terms of the Agreement, as a Shareholder, of the number of shares of the Company set forth below and represented by the stock certificate(s) described below (or otherwise) or any Common Stock acquired after the Effective Date.

SHAREHOLDER:

                                                                 Vyacheslav Yanson    

                                                                 5301 Beethoven Street, Suite 170

                                                                #1138 for 700,000 shares

                                                                (Stock Certificate No. and Number of Shares)

Date:  12/26/2018                               /s/ Vyacheslav Yanson

      (Signature) (Representative Capacity, if Applicable)

BROKER ACKNOWLEDGEMENT:

(Print Name)

(Street Address)

(City and State)

(Stock Certificate No. and Number of Shares)

Date:

(Signature) (Representative Capacity, if Applicable)

6

SHAREHOLDER VOTING AGREEMENT

This Shareholder Voting Agreement (the “ Agreement ”) is made and entered into effective as of this 31st day of December, 2018, which is the “Effective Date” of the Merger Agreement (as defined below), by and among KonaTel, Inc., a Delaware corporation (the “ Company ”), D. Sean McEwen, the CEO, President and Chairman of the Board of Directors of the Company (“ McEwen ”), Joshua Ploude (“ Ploude ”) and Vyacheslav Yanson (“ Yanson ”).

RECITALS

WHEREAS, Ploude owns ninety (90%) of all issued and outstanding shares of Apeiron Systems, Inc., a Nevada corporation (“ Apeiron ”) capital stock and Yanson owns ten (10%) of all issued and outstanding shares of Apeiron capital stock (collectively the “ Apeiron Shares ”); and

WHEREAS, the Company; KonaTel Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of the Company (“ Merger Subsidiary ”); Apeiron; Ploude and Yanson intend to enter into an Agreement and Plan of Merger (the “ Merger Agreement ”) pursuant to which Merger Subsidiary will merge with and into Apeiron with Apeiron being the surviving entity and whereby the Company will acquire 100% of the outstanding capital stock of Apeiron and Apeiron will become a wholly-owned subsidiary of the Company; and

WHEREAS following the closing of the Merger Agreement, Ploude and Yanson will collectively own approximately 7,000,000 shares of the Company’s $0.001 mill par value common stock (the “ Company Common Stock ”); and

WHEREAS, the parties believe that McEwen is the most knowledgeable and best suited person to manage the Company and its operations after the closing of the Merger Agreement; and

WHEREAS McEwen has made a significant investment in KonaTel, and as a condition of his agreeing to the Merger Agreement, McEwen requires that for the first two (2) years following the closing of the Merger Agreement that he be granted a limited “veto power” over certain Company actions so that McEwen can preserve and protect his investment, and ensure that he will have the authority he needs to manage the Company and its operations as the Company’s Chairman and CEO effectively and profitably; and

WHEREAS the parties believe that the limited veto power McEwen requires is reasonable both in scope and duration and is beneficial to the Company, and that it is in the best interest of the Company and its shareholders to enter into the Merger Agreement subject to that veto power;

NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1

AGREEMENT

1.

TERM

This Agreement shall remain in force for a period of two (2) consecutive years following the Effective Date of the Merger Agreement as defined in the Merger Agreement (the “ Term ”).

2.

SHAREHOLDER VOTING

Key Holder Shares. Ploude and Yanson (collectively the “ Key Holders ”) each agree to hold all shares of voting capital stock of the Company registered in their respective names, or beneficially owned by them as of the date hereof, and any and all other securities of the Company legally or beneficially acquired by each of the Key Holders after the date hereof (hereinafter collectively referred to as the “ Key Holder Shares ”) subject to, and to vote the Key Holder Shares in accordance with, the provisions of this Agreement; provided, that the term “ Key Holder Shares ” shall not include shares of Company Common Stock sold publicly by the Key Holders in accordance with that certain Lock-Up/Leak-Out Agreement executed and delivered as of the Effective Date of the Merger Agreement.

2.1

Election of Directors. On all matters relating to the election of directors of the Company, for the Term of this Agreement and so long as McEwen owns 5% or more of outstanding stock of the Company, the Key Holders shall: (i) vote all the Key Holder Shares so as to elect McEwen as a member of the board of directors of the Company (the “ Board ”); (ii) nominate McEwen as a “nominee” to the Board in any special or annual meeting of the Company to elect members of the Board and vote all Key Holders’ Shares and other proxies provided to management in connection with any such meeting for McEwen as one of the “nominees” to the Board; provided, however, if the Shareholder has been removed as a director for cause by the shareholders of the Company and such removal has been confirmed by a Delaware court of competent jurisdiction under Delaware Law, this provision shall not be enforceable and shall be void.

2.2

Proposed Actions.

(a)

On all matters relating to Consent Actions (as defined below) that are approved by McEwen, the Key Holders agree to be present, in person or by proxy, at all meetings of shareholders for the vote thereon, to vote all the Key Holder Shares in favor of the proposed action, or in connection with any solicitation of written consents from the stockholders of the Company, to consent to the proposed action, and raise no objections to the proposed action, and to waive and refrain from exercising any dissenters rights, appraisal rights or similar rights in connection with such proposed action.  

(b)

On all matters relating to Consent Actions that are not approved by McEwen, the Key Holders agree to be present, in person or by proxy, at all meetings for the vote thereon, to vote all the Key Holder Shares against the proposed action, or in connection with any solicitation of written consents from the stockholders of the Company, to object to the proposed action.  McEwen shall provide the Key Holders with written notice of his approval or non-approval of any Consent Action within (i) five (5) business days of the date the Board approves the Consent Action if McEwen participates in the vote or written consent approving the Consent Action; or (ii) five (5) business days of

2

the date McEwen receives written notice of the Board’s approval of the Consent Action if McEwen did not participate in the vote or written consent.  The Key Holders covenant to inform McEwen of any Consent Action approved by the Board within three (3) days of the Key Holder’s receipt of such information.  

2.3

Irrevocable Proxy. To secure the Key Holder’s obligations to vote the Key Holder Shares in accordance with this Agreement, each Key Holder hereby appoints McEwen, as such Key Holder’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to vote all of such Key Holder’s Key Holder Shares as set forth in this Agreement and to execute all written consents or objections and other appropriate instruments consistent with this Agreement on behalf of such Key Holder.  The proxy and power granted by each Key Holder pursuant to this Section are coupled with an interest and are given to secure the performance of such party’s duties under this Agreement and are irrevocable for the Term of this Agreement.  The proxy and power shall survive the death, incompetency and disability of such party.

2.4

Legend.

(a)

Concurrently with the execution of this Agreement, there shall be imprinted or otherwise placed, on certificates representing the Key Holder Shares the following restrictive legend (the “ Legend ”):

“THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A SHAREHOLDER VOTING AGREEMENT WHICH PLACES CERTAIN RESTRICTIONS ON THE VOTING OF THE SHARES REPRESENTED HEREBY.  ANY PERSON ACCEPTING ANY INTEREST IN SUCH SHARES SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SUCH AGREEMENT.  A COPY OF SUCH VOTING AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.”

(b)

Subject to the limitations on public sale set forth in the first paragraph in Section 2 above, the Company agrees that, during the term of this Agreement, it will not remove, and will not permit to be removed (upon registration of transfer, reissuance of otherwise), the Legend from any such certificate and will place or cause to be placed the Legend on any new certificate issued to represent Key Holder Shares theretofore represented by a certificate carrying the Legend.  If at any time or from time to time any Key Holder holds any certificate representing shares of the Company’s capital stock not bearing the aforementioned legend, such Key Holder or Investor agrees to deliver such certificate to the Company promptly to have such legend placed on such certificate; provided, however, this provision shall not prohibit any Key Holder from depositing such Key Holder’s Key Holder Shares for public sale with a Broker (as defined in the referenced Lock-Up/Leak-Out Agreement) and allowing such Broker to transfer such Key Holder’s Key Holder Shares into “street name” for deposit with the Depository Trust Company; and provided, further, however, so long as such Key Holder’s Key Holder Shares have not been publicly-sold by such Key Holder, such Key Holder’s Key Holder Shares shall remain subject to this Agreement, regardless of transfer without the Legend.

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2.5

Successors. The provisions of this Agreement shall be binding upon the successors in interest to any of the Key Holder Shares, unless the Key Holder Shares have been publicly sold under the referenced Lock-Up/Leak-Out Agreement, at which time this Agreement shall no longer apply to the Key Holder Shares that have been publicly sold.  Subject to Section 2.4(b), the Company shall not permit the transfer of any of the Key Holder Shares on its books or issue a new certificate representing any of the Key Holder Shares unless and until the person to whom such security is to be transferred shall have executed a written agreement, substantially in the form of this Agreement, pursuant to which such person becomes a party to this Agreement and agrees to be bound by all the provisions hereof as if such person were a Key Holder.

2.6

Other Rights. Except as provided by this Agreement, each Key Holder shall exercise the full rights of a holder of capital stock of the Company with respect to the Key Holder Shares.

3.

BOARD OF DIRECTOR VOTING.

The Key Holders, as applicable, each agree to exercise their voting power as an elected member of the Board (“ Director ”) consistently with the terms of this Agreement; provided that nothing in this Agreement shall obligate a Director to exercise his or her voting authority in a manner that is inconsistent with his or her duties as a Director to the Company and its shareholders.

3.1

Consent Actions. The Key Holders hereby acknowledge and agree that the Amended Bylaws of the Company require the unanimous vote of the Directors or the consent of a majority of the shareholders of the Company for the Company to take the following specific actions (the “ Consent Actions ”) during the Term of this Agreement:

(a)

Increase the compensation of any employee of the Company in excess of $20,000 in any one calendar year.  For these purposes, the term compensation includes any form of remuneration or monetary benefit;

(b)

Issue stock, create a new class of stock, grant options or warrants, modify any shareholder, option holder or warrant holder right, grant conversion rights, or take any other action that directly or indirectly dilutes the outstanding stock of the Company.

(c)

Issue debt in excess of $100,000 in aggregate in any one calendar year;

(d)

Approve a plan of Exchange, reorganization, or conversion;

(e)

Sell, transfer or otherwise convey the assets of the Company other than in the ordinary course of the business of the Company;

(f)

Enter into a contract or other transaction having a total aggregate contractual liability in excess of $100,000 in any one calendar year; and

(g)

Change the Bylaws modifying this shareholder consent requirement.

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3.2

Chairman of the Board. On all matters relating to the election or appointment of the Chairman of the Board, the Key Holders agree to vote so as to elect McEwen as the Chairman of the Board.

4.

MISCELLANEOUS

4.1

Further Action. If and whenever any Key Holder Shares are sold, the Key Holders or the personal representative of the Key Holders shall do all things and execute and deliver all documents and make all transfers, and cause any transferee of the Key Holder Shares to do all things and execute and deliver all documents, as may be necessary to consummate such sale consistent with this Agreement.

4.2

Specific Performance and/or Injunctive Relief. The parties declare that it is impossible to measure in money the damages which will accrue to a party or to their heirs, personal representatives, or assigns by reason of another party’s failure to perform any of the obligations under this Agreement, and agree that, in addition to damages and remedies at law, the parties shall be entitled to seek and obtain specific performance and/or injunctive relieve without the posting of a bond for the purpose of enforcing the terms of this Agreement.  If any party hereto or his heirs, or his or its personal representatives, or assigns institutes any action or proceeding to specifically enforce the provisions hereof and/or obtain injunctive relieve, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that such party or such personal representative has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

The parties specifically agree that in the event of any failure of a Key Holder (or its/his successor or assign) to perform any of its/his obligations under this Agreement, McEwen shall have the right to: (i) call a special meeting, directly, of the shareholders of the Company, to enjoin any action on the part of the Company and the Board that was the subject of a Consent Action that was not approved by McEwen, and enjoin any action on the part of the Company and the Board that is inconsistent with any Consent Action that was approved by McEwen; (ii) without surety bond and at the cost and expense of the Company, to have any court of competent jurisdiction enjoin any such action pending the holding of the subject special meeting of the shareholders of the Company, if the Company and the Board do not agree to await shareholder approval/disapproval of any such action; and (iii) to seek all damages resulting from the breach of the terms and provisions of this Agreement in law or equity, with attorney’s fees and costs to be awarded against the Key Holder (or its/his successor or assign) who failed to perform its/his obligations under this Agreement. Any required proxy or information statement required to be filed by McEwen and mailed to shareholders of the Company in connection with any such special meeting shall be at the sole cost and expense of the Company, and the Company shall cooperate fully with McEwen in the preparation, filing and mailing of any proxy or information statement to the extent reasonably required by McEwen.

4.3

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware and shall be binding upon the parties hereto in the United States and worldwide.  Each of the parties hereto irrevocably consents to the exclusive jurisdiction and venue of any federal or state court within Washoe County, Nevada, in connection with any matter based upon or arising out of this Agreement, agrees that process may be served upon it in any manner authorized by the laws of the State of Nevada for such persons and waives and covenants

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not to assert or plead any objection that they might otherwise have to jurisdiction, venue and such process.  Each party agrees not to commence any legal proceedings based upon or arising out of this Agreement except in such courts.

4.4

Severability. In the event one or more of the provisions of this Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

4.5

Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the parties hereto and their respective successors, assigns, heirs, executors and administrators and other legal representatives.

4.6

Additional Shares. Subject to the limitations on public sale set forth in the first paragraph of Section 2 above, in the event that subsequent to the date of this Agreement any shares or other securities are issued on, or in exchange for, any of the Key Holder Shares by reason of any stock dividend, stock split, combination of shares, reclassification or the like, such shares or securities shall be deemed to be Key Holder Shares for purposes of this Agreement.

4.7

Costs and Attorney’s Fees. In the event that any action, suit or other proceeding is instituted based upon or arising out of this Agreement or the matters contemplated herein or any other matter relating to the equity interests of the Investors in the Company (whether based on breach of contract, tort, breach of duty or any other theory), the prevailing party shall recover all of such party’s costs (including, but not limited to expert witness costs) and reasonable attorneys’ fees incurred in each such action, suit or other proceeding, including any and all appeals or petitions therefrom.

4.8

Notices. All notices required in connection with this Agreement shall be in writing and shall be deemed effectively given:  (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written notification of receipt.

[ The remainder of this page has been intentionally left blank.  Signature page follows.]

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SHAREHOLDER VOTING AGREEMENT SIGNATURE PAGE

SHAREHOLDER:

Date:

KONATEL, INC.:

By:

/s/ D. Sean McEwen

Date:

12/26/2018

D. Sean McEwen, President and CEO

D. SEAN McEWEN:

/s/ D. Sean McEwen

Date:

12/26/2018

D. Sean McEwen

APEIRON SYSTEMS, INC.:

By:

/s/ Joshua Ploude

Date:

12/26/2018

Joshua Ploude, CEO

JOSHUA PLOUDE:

/s/ Joshua Ploude

Date:

12/26/2018

Joshua Ploude

VYACHESLAV YANSON:

/s/ Vyacheslav Yanson

Date:

12/26/2018

Vyacheslav Yanson

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