instal the last version for windows Apeiron

Agreement has the meaning given to such term in the preamble hereto. For purposes of this definition, control means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Affiliate means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with such Person. Action means any action, claim, suit, litigation, arbitration, mediation or other proceeding by or before any Governmental Authority. Acceptance Notice has the meaning given to such term in Section 2.2(b).

The following capitalized terms used herein shall have the meanings indicated: NOW, THEREFORE, in consideration of the foregoing recitals and the respective covenants, agreements, representations and warranties contained herein, the sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:ĭefinitions. WHEREAS, KonaTel desires to exchange certain KonaTel Shares with Ploude (90%) and Yanson (10%) for all the Apeiron Shares owned by Ploude and Yanson, comprising 100% of such Apeiron Shares. (OTC Markets) OTC Pink Tier under the trading symbol KTEL and Apeiron is a privately-owned corporation owned entirely by Ploude and Yanson and WHEREAS, KonaTel is a publicly-held corporation with its shares being quoted on the OTC Markets, Inc. WHEREAS, KonaTel has authorized and unissued shares in excess of seven million shares of $0.001 par value common stock (the KonaTel Shares) WHEREAS, Ploude owns 90% percent of all issued and outstanding shares of Apeiron capital stock and Yanson owns 10% percent of all issued and outstanding shares of Apeiron capital stock (collectively the Apeiron Shares)

This AGREEMENT AND PLAN OF MERGER (the ∺greement) 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).

Instal the last version for windows Apeiron