B-Maven, Inc. Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
This Securities Purchase Agreement (this “Agreement”) is dated as of January 24, 2024, between iQSTEL, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”), dated effective as of February 29, 2024, is made by and between iQSTEL Inc., a Nevada corporation (the “Corporation”), and Alvaro Quintana Cardona (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 3rd, 2019 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
The securities offered hereby are highly speculative. Investing in shares of common stock of IQSTEL Inc. involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No active public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
EXHIBIT ANote Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. ANY TRANSFEREE OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE. THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF, MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF, PURSUANT TO THE TERMS OF THIS NOTE.
SECURITY AGREEMENTSecurity Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This SECURITY AGREEMENT, dated as of January 24, 2024 (this “Agreement”) is entered into by and between iQSTEL, Inc., a Nevada corporation (“Obligor”), and M2B Funding Corp., a Florida corporation (the “Secured Party”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 3rd, 2013 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • California
THIS STOCK PURCHASE AGREEMENT, dated as of April 26, 2013, by and between FOUR HAWKS MANAGEMENT CO. (the “Buyer”) and Anna C. Jones (the “Seller”). As used herein, the term “Parties” shall be used to refer to the Buyer and the Seller, jointly.
COMMON STOCK PURCHASE OPTION IQSTEL INC.Security Agreement • January 17th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, ADI Funding LLC. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 14, 2025, subject to the Company’s acceptance of a request by the Holder for an abatement of such date (the “Initial Exercise Date”), and on or prior to the close of business on July 14, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from IQSTEL Inc., a Nevada corporation (the “Company”), fifteen million (15,000,000) shares of Common Stock (the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 17th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 14, 2025, by and between IQSTEL INC., a Nevada corporation, with its address at 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134 (the “Company”), and ADI FUNDING LLC, a Florida limited liability company, with its address at 7050 Aloma Ave., Winter Park, FL 32792 (the “Buyer”).
COMMON STOCK PURCHASE OPTION IQSTEL INC.Securities Agreement • October 6th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS COMMON STOCK PURCHASE OPTION (the “Option”) certifies that, for value received, Apollo Management Group, Inc. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after September 30, 2022, subject to the Company’s acceptance of a request by the Holder for an abatement of such date (the “Initial Exercise Date”), and on or prior to the close of business on the one-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from IQSTEL Inc., a Nevada corporation (the “Company”), four million eight hundred thousand (4,800,000) shares of Common Stock (in any event, as subject to adjustment hereunder, the “Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Option shall be equal to the Exercise Price, as defined in Section 2(b).
INTERNATIONAL DISTRIBUTION AGREEMENT THIS AGREEMENT IS ENTERED INTO ON THIS 20th DAY OF January, 2012 BETWEENInternational Distribution Agreement • April 6th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
B-Maven, Inc. (hereinafter “BMI”), a Company registered in the State of Nevada, having its office at 3272 Reynard Way, San Diego, CA 92103 and represented by its authorized signatory Ms. Anna Celeste Jones;
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This Amended and Restated Employment Agreement (this “Agreement”) is made this 29th day of February 2024, but effective as of the 1st of the year (the "Effective Date"), between iQSTEL, Inc., a Nevada corporation (hereinafter referred to as the "Company"), and Alvaro Quintana Cardona, residing at Av. Circunvalaci6n del Sol. Qta. 598, Santa Paula. Caracas, Venezuela (hereinafter referred to as the "Employee").
B-MAVEN, INC. Subscription AgreementSubscription Agreement • May 14th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics • Nevada
STOCK-FOR-STOCK EXCHANGE AGREEMENTStock-for-Stock Exchange Agreement • September 3rd, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • New York
This Stock-for-Stock Exchange Agreement (the "Agreement") is entered into as of September, 02 2025 (the "Effective Date"), by and between: IQSTEL Inc., a corporation organized under the laws of the State of Nevada with its principal office at 300 Aragon Avenue, Suite 375 Coral Gables, FL 33134 ("IQSTEL"), and Cycurion, Inc., a corporation organized under the laws of State of Delaware, with its principal office at 1640 Boro Place, Fourth Floor McLean, Virginia 22102 ("CYCU"). IQSTEL and CYCU are collectively referred to as the "Parties" and individually as a "Party."
B-MAVEN, INC. Subscription AgreementSubscription Agreement • August 18th, 2011 • B-Maven, Inc. • Nevada
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 25th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Amendment to Employment Agreement (“Amendment”) is made this 23rd day of June, 2025, between iQSTEL, Inc., a Nevada corporation, (the “Company”) and Leandro Iglesias (“Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2022, is by and between IQSTEL Inc., a Nevada corporation (the “Company”), and Apollo Management Group, Inc., a Florida corporation (the “Investor”).
DEBT EXCHANGE AGREEMENTDebt Exchange Agreement • July 9th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone)
THIS DEBT EXCHANGE AGREEMENT (this “Agreement”) is entered into as of July 3, 2025 (the “Effective Date”) by and between IQSTEL Inc., a Nevada corporation (the “Issuer”) and M2B Funding Corp., a Florida corporation (the “Creditor”). The Creditor and the Issuer are occasionally referred to herein individually as a “Party” and collectively as the “Parties.”
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • March 21st, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone)
- Craig Span (“Seller”). the sole owner of Globetopper, LLC (www.globetopper.com), a Delaware limited liability company (“GT”) as of the close of the transactions contemplated herein.
ESCROW AGREEMENTEscrow Agreement • August 18th, 2011 • B-Maven, Inc.
Agreement dated this 27th day of June 2011 by and between B-MAVEN, Inc. (hereinafter the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Gary B. Wolff (hereinafter “Escrow Agent”) located at 488 Madison Avenue, Suite 1100, New York, New York 10022.
FIRST AMENDMENT TO STOCK-FOR-STOCK EXCHANGE AGREEMENTStock-for-Stock Exchange Agreement • September 26th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • New York
This First Amendment to Stock-for-Stock Exchange Agreement (the “Amendment”) is entered into as of September 26, 2025 (the “Amendment Effective Date”), by and between iQSTEL Inc., a corporation organized under the laws of the State of Nevada with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134 (“IQSTEL”), and Cycurion, Inc., a corporation organized under the laws of the State of Delaware, with its principal office at 1640 Boro Place, Fourth Floor, McLean, Virginia 22102 (“CYCU”) (collectively, the “Parties,” and each, a “Party”).
SECOND AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 2nd, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT (“Amendment”), dated effective as of June 27, 2024, is made by and between iQSTEL Inc., a Nevada corporation ("Buyer"), and Yukon River Holdings, Ltd., a corporation formed under the laws of the British Virgin Islands (“Seller”). Buyer and Seller may hereinafter be referred to individually as a “Party” and collectively as the "Parties." All capitalized terms contained herein shall have the meanings ascribed thereto in the Share Purchase Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 1st, 2026 • iQSTEL Inc • Telephone communications (no radiotelephone)
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2026 (the “Execution Date”), is entered into by and between IQSTEL, Inc., a corporation incorporated in the State of Delaware (the “Company”), and M2B Funding Corp., a Florida company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Equity Purchase Agreement by and between the parties hereto, dated as of the Execution Date (as amended, restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”).
AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING AND SHAREHOLDERS AGREEMENT BETWEEN IQSTEL INC, JESUS VEGA AND LEANDRO IGLESIASMemorandum of Understanding and Shareholders Agreement • October 6th, 2021 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Amendment to the Memorandum of Understanding or Shareholders Agreement (The Agreement) is entered into by and between iQSTEL Inc a public company incorporated under the laws of Nevada, USA with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134 hereinafter “iQSTEL”; Jesus Vega, of Colombian nationality, domiciled in Calle 10, Number 15a-17, Piso 2, Ocaña, Norte de Santander, Colombia, hereinafter “Jesus Vega” and Leandro Jose Iglesias Conde, of Spanish nationality, with legal address at 300 Aragon Ave, Suite 375, Coral Gables FL. 33134; jointly hereinafter “The Parties”, effectively since October 1st 2021.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • November 19th, 2021 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This MEMORANDUM OF UNDERSTANDING ("MOU") is made as of the 18th day of November, 2021, (the "Signing Date") between iQSTEL Inc. an SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), established under the laws of the State of Nevada, USA, with its registered office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer") and Jose Ramon Olivar, US Citizen, Passport Number 524857155, current CEO of SMARTBIZ TELECOM LLC, and Eduardo Borrero, US Citizen, Passport Number 505495245, current CFO of SMARTBIZ TELECOM LLC, in representation of the shareholders of SMARTBIZ TELECOM LLC incorporated under the laws of the State of Florida, with registered office at 14230 SW 57th Lane, Suite 106-B, Miami, FL 33183 ("Seller") regarding the sale by Seller and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of SMARTBIZ TELECOM LLC ("The Company").
FUND RETENTION AGREEMENTFund Retention Agreement • May 14th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
This Fund Retention Agreement (the “Agreement”) dated this 11th day of May, 2012 by and between B-MAVEN, Inc. (the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Quick Law Group P.C. (the “Fund Retention Agent”) located at 1035 Pearl St., Suite 403, Boulder, Colorado, 80302.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 17th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2025, is by and between iQSTEL Inc., a Nevada corporation (the “Company”), and ADI Funding, LLC., a Florida Limited Liability Company (the “Investor”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • January 25th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • March 13th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Memorandum of Understanding ("MOU") is entered into as of March 10, 2025, by and between iQSTEL In c. ("iQSTEL"), a Nevada corporation, and Accredited Solutions, Inc. ("ASII"), a corporation registered in the State of California. Collectively, iQSTEL and ASII shall be referred to as the "Parties."
Memorandum of Understanding (MOU)Memorandum of Understanding • August 7th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • Nevada
• IQSTEL Inc., a Nevada corporation with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, FL 33134, trading on NASDAQ under ticker IQST (“IQSTEL”), and
Memorandum of Understanding (MOU) Effective Date: November 1st, 2024Memorandum of Understanding • November 4th, 2024 • iQSTEL Inc • Telephone communications (no radiotelephone)
This Memorandum of Understanding ("MOU") is entered into by and between iQSTEL Inc. ("iQSTEL"), a publicly traded company, Mr. Ralf Koehler ("Ralf"), SwissLink Carrier Ltd., ("SwissLink") and Impact Trading & Consulting LLC ("Impact"). Collectively, these entities are referred to as "the Parties" for the purpose of outlining the understanding regarding the exchange of 49% ownership in SwissLink Carrier Ltd. for iQSTEL shares.
ESCROW AGREEMENTEscrow Agreement • April 6th, 2012 • B-Maven, Inc. • Soap, detergents, cleang preparations, perfumes, cosmetics
This Escrow Agreement (the “Agreement”) dated this 2nd day of April 2012 by and between B-MAVEN, Inc. (the “Company”) located at 3272 Reynard Way, San Diego, California 92103 and Quick Law Group P.C. (the “Escrow Agent”) located at 1035 Pearl St., Suite 403, Boulder, Colorado, 80302.
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • May 30th, 2025 • iQSTEL Inc • Telephone communications (no radiotelephone) • Delaware
THIS UNIT PURCHASE AGREEMENT (this "Agreement") is entered into as of this 29th day of May 2025, by and among iQSTEL Inc. (NASDAQ: IQST), a Nevada corporation ("Buyer"), Craig Span ("Seller"), Globetopper, LLC, a Delaware limited liability company (the "Company").
PURCHASE COMPANY AGREEMENTPurchase Agreement • April 26th, 2022 • iQSTEL Inc • Telephone communications (no radiotelephone) • Florida
This PURCHASE COMPANY AGREEMENT ("Agreement") is made as of the April 21st, 2022, (the "Signing Date") between iQSTEL Inc. a SEC reporting issuer that is quoted on the OTC Markets (OTCQX: IQST), incorporated under the laws of the State of Nevada, USA, with its principal office at 300 Aragon Avenue, Suite 375, Coral Gables, Florida 33134 ("Buyer"), and Jose Ramon Olivar, US Citizen, Passport Number 524857155, current CEO of SMARTBIZ TELECOM LLC, and Eduardo Borrero, US Citizen, Passport Number 505495245, current CFO of SMARTBIZ TELECOM LLC, now and hereafter the Sellers, both acting as the Members holding the totality of the membership interest of SMARTBIZ TELECOM LLC, a Florida limited liability company, with principal office at 14230 SW 57th Lane, Suite 106-B, Miami, FL 33183 ("the Company”), regarding the sale by Sellers and the acquisition by Buyer of 51% of the Membership Interest (Capital Stock) of the Company.
AGREEMENTLegal Services Agreement • August 18th, 2011 • B-Maven, Inc.
AGREEMENT dated this 27th day of June 2011, by and between B-Maven, Inc. (hereinafter “BMI”), a Nevada Corporation, with offices located at 3272 Reynard Way, San Diego, California, 92103, Anna C. Jones, President of BMI and Gary B. Wolff, P.C., counsel to BMI, with offices located at 488 Madison Avenue, Suite 1100, New York, New York 10022.