Material Agreement Form 8 K

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported, on January 19, 2024, we entered into a Share Purchase Agreement ("Purchase Agreement") with Yukon River Holdings, Ltd. ("Yukon River"), a corporation formed under the laws of the British Virgin Islands ("Seller") concerning the contemplated sale by Seller and the purchase by us of 51% of the ordinary shares Seller holds in QXTEL LIMITED, a company incorporated in England and Wales (the "Company"). The Purchase Agreement was first amended on April 1, 2024.

The purchase price (the "Purchase Price") payable to the Seller for the shares is US $5,000,000. Upon the execution of the Purchase Agreement, we deposited US $1,500,000 into escrow that released at closing, which has been credited against the Purchase Price.

In addition to the US $1,500,000 escrow deposit that we paid as part of the Purchase Price, we paid another US $1,500,000 in cash at closing, and we issued a promissory note for the balance of US $2,000,000.00 to the Seller.

On June 27, 2024, we entered into a second amendment to the Purchase Agreement (the "Amendment") that required us to issue an amended and restated promissory note to the Seller. We have paid down US $200,000 of the note, so the amended and restated promissory note was issued in the principal amount of US $1,800,000.

The amended and restated promissory note also changed the payment structure, from installment payments of US $200,000 for each of the months of May through November (US $1,400,000) with a balloon payment of US $600,000, to monthly installments of US $75,000 plus interest during 2024, and US $212,500 plus interest during the first 6 months of 2025.

We also revised the Earnout Payment due to the Seller. The Earnout Payment was redefined at US $721,034.50 net income, to be achieved in Q2, Q3 and Q4 of 2024. The US $1,000,000 payment that IQSTEL has to pay upon achievement of the Earnout Payment will be paid during the first half of 2025, in monthly installments.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 2.1 hereto and which is incorporated herein by reference.

SECTION 9 - Financial Statements and Exhibits