SHAREHOLDER VOTING AGREEMENTShareholder Voting Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • Delaware
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”).
APEIRON SYSTEMS, INC. YANSON EMPLOYMENT AGREEMENTYanson Employment Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • California
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:
APEIRON SYSTEMS, INC. PLOUDE EMPLOYMENT AGREEMENTPloude Employment Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • California
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:
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) dated and effective as of December 31, 2018, is made by and between KonaTel, Inc., a Delaware corporation (“KonaTel”); KonaTel Acquisition Corp., a Nevada corporation and wholly-owned subsidiary of KonaTel (“Merger Subsidiary”); Apeiron Systems, Inc., a Nevada corporation (“Apeiron”); Joshua Ploude (“Ploude”) and Vyacheslav Yanson (“Yanson”), jointly and severally (hereinafter sometimes referred to collectively as the “Apeiron Shareholders”).
LOCK-UP / LEAK-OUT AGREEMENTLeak-Out Agreement • December 31st, 2018 • KonaTel, Inc. • Communications services, nec • Delaware
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.
