PURCHASE COMPANY AGREEMENT

(FOR THE PURCHASE OF A MAJORITY INTEREST IN WHISL TELECOM LLC)

This PURCHASE COMPANY AGREEMENT ("Agreement") is made as of the May 6th, 2022, (the "Signing Date") between iQSTEL Inc. a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 (hereinafter "Buyer"), US Acquisitions, LLC, a Limited Liability Company organized in the State of California on March 1, 2021, having its main address at 500 N. State College Blvd., Suite 1100, Orange, CA 92868 (hereinafter “Seller”), acting through its Manager, A. Nathan Dawood, US Citizen, Passport Number 559877451, who has full and sole authority to sign on Seller’s behalf on all matters pertaining to Seller, and WHISL TELECOM LLC, a limited liability company created in accordance with the laws of the State of Texas, with registered offices at 5435 North Garland Ave. Suite 140-507, Garland, TX 75040, (EIN 83-1489932; www.whisl.com: hereinafter the “Company”. The Seller is offering to sell to the Buyer, and the Buyer has agreed to purchase from Seller, all of Buyer’s membership interests in the Company, which represents fifty-one percent (51%) of all issued and outstanding membership interests (hereinafter “Membership Interest”) of the Company. Seller, Buyer, and the Company shall hereinafter be collectively referred to as the “Parties,” and individually as a “Party.”

RECITALS:

The Company provides local US termination for Voice through its FCC license of VoIP Service number 832742, and plans to obtain a C-Lec FCC License over next 12 months. The Company is one of the premier Intermediate Voice Providers in the USA. It has been a carrier since 2017 with billions of minutes traversing its network. The Company provides its customers with multiple levels of Redundancy, Diversity, and Disaster Recovery for their applications and ability to make changes to underlying carrier configuration in real time. The Company offers a single carrier solution for Voice Global services, and its customers benefit from hundreds of interconnection agreements that the Company has cultivated since its inception.

Seller is the registered and beneficial owner of the Membership Interest (as hereinabove defined) of the the Company. Buyer desires to purchase, and Seller desires to sell the Membership Interest (as hereinabove defined) of the Company pursuant to the terms and provisions contained in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained in this Agreement the Parties agree as follows:

Signing Purchase Agreement (Signing Date): Corresponds to the moment in which the Purchase Agreement is signed, which will implicitly mean all acquisition terms are already accepted by Seller and Buyer. Even though the ownership of the Membership Interest (as hereinabove defined) of the Company has not been transferred to Buyer, there is a firm commitment to do so within the terms of this contract. In the same way, from the Signing Date, it will not be possible to sell, alienate, indebt, distribute dividends of the Company, assets or bank accounts, without the express authorization of Buyer. The Company is committed to maintaining its full and complete operability for the normal operations of the business as usual. The parties agree that the Execution Date (Closing Date) will not be later than May 13^th, 2022.

Transfer of the Membership Interest to Buyer (Closing Date): Corresponds to the moment in which the Membership Interest (as hereinabove defined) of the Company is transferred by Seller to Buyer. This closing date must comply with the conditions at the closing date. The Parties agree that the Closing Date will not be later than May 13^th, 2022.

Subject to terms and conditions of this Agreement and upon the basis of the covenants, representations and warranties of Seller as set forth below, Seller agrees to sell to Buyer and Buyer agrees to purchase from Seller the Membership Interest. In this regard, Seller and Buyer have agreed as follows:

The total purchase price for the Membership Interest (as hereinabove defined) is ONE MILLION EIGHT HUNDRED THOUSAND DOLLARS (US$ 1,800,000.00) (“the Purchase Price”), and will be paid: FIVE HUNDRED FIFTY THOUSAND DOLLARS (US$ 550,000.00) by IQST restricted

Common Stock (subject to Rule 144 for restriction removal) (hereinafter “Initial IQST Shares”) and ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS (US$ 1,250,000.00) by wire

transfer in the manner specified herein. For more general information about what the rule 144 is visit https://www.investopedia.com/terms/r/rule144.asp

The ONE MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS (US$ 1,250,000.00) shall

be delivered to Seller’s Bank of America account by wire transfer as follows:

wired into Seller’s Bank of America account within sixty (60) days after the “Closing Date”.

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

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

Subject to the terms of this Agreement, Seller will deliver to Buyer at Closing Date an assignment declaration evidencing the transfer of the Membership Interest (as hereinabove defined) of the Company, against payment of the Purchase Price as detailed hereinabove.

Seller represents and warrant to Buyer as follows, and acknowledge and confirm that Buyer is relying upon such representations and warranties in connection with the purchase of the Membership Interest:

There are no other members that own any portion of the Membership Interest (as hereinabove defined) other than the Seller, and Seller has the authority to transfer said interests to Buyer pursuant to the terms of this Agreement. No other person, firm, or corporation other than Buyer has any agreement

or option or a right capable of becoming an agreement or option for the purchase, subscription or issuance of any of the Membership Interest or to direct the voting or disposition of the Membership Interest. There are no members or other agreements affecting the Membership Interest or Seller's ability to transfer such Membership Interest to Buyer.

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

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

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

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

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

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

In the event that the Audit and/or Due Diligence reflects a substantial deviation that impacts the business value of the Company (greater than 15% up or down), the Parties shall have the right to make an adjustment in the acquisition price in accordance with said business value. Any such adjustment shall be solely limited to IQST Shares (e.g., more IQST Shares or less IQST Shares depending on the difference in business value of the Company). Any such deviations shall not affect the cash consideration being paid to Seller by Buyer.

not be accepted by Buyer as a company liability, provided, that if the Company is not aware of such liability or it is a liability based on the normal operation of the business, this provision would not apply. In the event there is an undisclosed liability that exceeds fifteen percent (15%) of the Company’s existing liabilities that was not incurred during the normal operation of business, then the purchase price shall be proportionally reduced. Any such adjustment shall be solely limited to IQST Shares (e.g., less IQST Shares depending on the difference in business value of the Company). Any such deviations shall not affect the cash consideration being paid to Seller by Buyer.

extensions); and (2) has been prepared in compliance with applicable law. All amounts, whether or not shown on the “the Company Returns,” due on or before the Closing Date have been paid, except to the extent such amounts are being contested in good faith by The Company or are properly reserved for on the books or records of The Company, as provided to the Buyer. All taxes that The Company has been required to collect or withhold on or before the date of this Agreement have been duly collected or withheld, and to the extent required when due, have been duly paid to the proper governmental body. The Company has delivered, or made available to Buyer, correct and complete copies of all “the Company Returns,” examination reports and statement of deficiencies assessed against or agreed to by The Company. True and correct copies of the “the Company Returns” for 2019, 2020 and 2021 are attached hereto as part of Exhibit D and made a part hereof.“

property rights of any third party. The Company uses all of its software for its intended use and complies with applicable law. The Company has no obligation to refund any fees for any products or services sold to any third party.

purchase and sale contemplated by this Agreement without consultation and coordination of such announcement with Buyer; and (vii) Omar Luna and Lindy Cairns, while remaining as Executive Member of the Board and CFO, respectively, of the Company, shall continue to have complete and unrestricted power and authority to hire, fire, retained or suspend any person as employee or independent contractor, and to assign, increase, decrease the salary, wages, or any other compensation or bonuses to such employees or independent contractors of the Company, provided that such transaction is in the ordinary course of business and customary for the Company and in the Company’s best interest. All parties will use their best efforts to attain a favorable public relations posture and response in the community, and to retain the goodwill of the Business pending, during and after closing.

The Company shall have an additional right to require Buyer to buy additional membership interests in the Company in case of ONE of the following conditions about conditional Net Income goals are met:

(US$800,000.00), and that such net income is consistent with the Company’s revenue and net income trends compared with the last 2 periods, the Company may activate the automatic sale clause, selling an additional 4% of the company’s membership interests to Buyer for Five Hundred and Fifty Thousand dollars (US$550,000.00). This right will be in force until June 30, 2023.

OR

company’s membership interests to Buyer for Five Hundred and Fifty Thousand dollars (US$550,000.00). This right will be in force until December 31, 2023.

Once the Company activates the automatic sell clause in writing to sell to Buyer an additional percentage of the company’s membership interests within the aforesaid conditions, IQSTEL, Inc. shall have up to 60 days to proceed with payment and close the acquisition. If it takes more than 60 days for reasons attributable to IQSTEL Inc., iQSTEL Inc. will pay to the Company a fee equal to 3% per month for any amounts that are unpaid. Upon Buyer’s acquisition of the additional membership interests, it will effectively own fifty-five percent (55%) of the Company’s membership interests. The Company may offer to sell to Buyer additional membership interests above the fifty- five percent (55%) based upon the Parties’ mutual written consent.

Once this Purchase Agreement is signed by the Parties, the actual member of the board, Omar Luna will enter into a three (3) year Employment Agreement, that will be discussed and executed before December 31th 2022, renewable for one (1) two-year period to guarantee the operational continuity and success of the Company.

The Company shall have a Board of Directors composed of 3 Members: 2 of the Members shall be appointed by Buyer and 1 of the Members shall be appointed by Omar Luna. The position of President and Secretary will be reserved for Buyer.

The Board of Directors will be appointed as follows: President: Mr. Leandro Jose Iglesias Conde Secretary: Mr. Alvaro Quintana Cardona

Executive Member of the Board: Mr. Omar Luna

The compensation of the management and employees is on the Exhibit B

The Buyer agrees that Seller shall be allowed to withdraw from the Company’s accounts the accumulated dividends Seller would have paid itself in the ordinary course of business prior to the execution of this Agreement without affecting the operation of the business.

The Operating Agreement shall require the unanimous written consent of the Company’s members for any future capital contributions to the Company.

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

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

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

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

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

Once this Acquisition Agreement is signed, Seller is obliged to sell, and Buyer is obligated to purchase the Membership Interest pursuant to the terms of this Agreement, unless:

The completion of the transaction contemplated by this Agreement is subject to Buyer obtaining approval to proceed from its Board of Directors. If said condition is not satisfied, then the Deposit, shall be returned to Buyer.

After execution of this Agreement, the Seller acknowledges the Company does not owe Seller any debts, account payables or any liability, including any receivable the Company may have with the Seller.

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

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

(a) Delivery of Closing Documents by Seller. On the Closing Date, Seller will deliver to Buyer or its counsel the following, in form and substance satisfactory to Buyer and its counsel: (i) the originals of the assignment declarations to effect the transfer of Membership Interests (as hereinabove defined) of the Company to the Buyer, duly signed by the Seller; (ii) the combined duly signed Membership Interest register and beneficial owner register of the Company, if any, evidencing the Buyer’s entry as the holder of the Membership Interest with full voting rights and the beneficial owners in original form; (iii) a resolution of the Board of the Directors of The Company by which the sale and transfer of the Membership Interest (as hereinabove defined) is approved and pursuant to which the Buyer is entered into the register of the Company as the owner of the Membership Interest (as hereinabove defined), in original form; (iv) the minutes of the meetings of the Board of Directors and the Annual Members Meeting of The Company of the last three years (if available); (v) the Closing Certificate; (vi) certificate of good standing of The Company issued by the Commercial Registry Office; (vii) the Employment Agreements; and (viii) all other documents, acts, things and assurances as may be required in the reasonable opinion of the attorneys for Buyer for insuring that all of the transactions contemplated by this Agreement are carried out to the fullest extent possible.

Seller: 500 N. State College Blvd., Suite 1100, Orange, CA 92868

Buyer: 300 Aragon Ave, Suite 375, Coral Gables, FL 33134

IN WITNESS WHEREOF the undersigned individuals have executed this Agreement in their respective capacities as identified below with the intent of becoming legally bound thereby as of the day and year first above written.

SELLER:

US ACQUISITIONS, LLC

COMPANY:

WHISL TELECOM LLC

BUYER:

iQSTEL INC.