Axesstel Inc – Underwriting Agreement (May 16th, 2005)
Axesstel, Inc., a Nevada corporation (the Company), proposes to issue and sell 4,000,000 shares (the Company Firm Shares) of the Companys Common Stock, par value $0.0001 per share (the Common Stock), and the stockholders of the Company named in Schedule A hereto (the Selling Stockholders) propose to sell an aggregate of 4,455,548 shares (the Selling Stockholder Firm Shares) of Common Stock, in each case to you and to the several other underwriters named in Schedule B hereto (collectively, the Underwriters) for whom you are acting as representatives. The Company and Mike H.P. Kwon, the Companys Chairman and Chief Executive Officer (the Principal Selling Stockholder), also propose to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,268,332 additional shares (the Additional Shares) of Common Stock as set forth below. The Company Firm Shares and the Selling Stockholder Firm Shares are herein collectively called the Firm Shares, and the
Axesstel Inc – Subscription Agreement Axesstel, Inc. (November 15th, 2004)
SHARE INTERESTS IN AXESSTEL, INC., A NEVADA CORPORATION, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF THAT ACT. FURTHER, THE INTERESTS ARE BEING SOLD PURSUANT TO REGISTRATION OR EXEMPTIONS IN VARIOUS STATES IN WHICH THEY ARE BEING OFFERED AND MAY BE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER IN SUCH JURISDICTIONS. THE INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THE SHARE PURCHASE AGREEMENT, AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THE SUCH LAWS.