Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2022, KonaTel and its wholly-owned subsidiary companies, Apeiron Systems and IM Telecom, entered into a Note Purchase Agreement (the "NPA") with CCUR Holdings, Inc., a Delaware corporation ("CCUR"), as "Collateral Agent"; and CCUR and Symbolic Logic, Inc., a Delaware corporation ("Symbolic"), as "Purchasers," along with a related Guarantee and Security Agreement (the "GSA") with CCUR as the Collateral Agent, whereby the Company and its subsidiary companies pledged their assets (including the Company's equity ownership of its subsidiaries) to secure $3,150,000 (the "Principal Amount") in debt financing payable in one year (cannot be repaid prior to nine months), together with interest at the rate of 15% per annum (the "Interest Rate"), with two successive six-month optional extensions (the "Loan").

Proceeds of the loan are to be used to retire our $150,000 SBA "EIDL Loan," with the remaining $3,000,000 allocated to accelerating our mobile services growth strategy, which we partially discussed in our March 31, 2022, Qtr. 1 10-Q Quarterly Report and the Earnings Press Release included therein.

All capitalized terms herein have the meanings ascribed to them in these respective agreements. The NPA contains provisions that: (i) each of the Purchasers will acquire, severally, and not jointly, senior secured promissory notes in the aggregate Principal Amount (the "Purchase Price"); (ii) the Company is required to reimburse the Purchasers for customary and reasonable fees and expenses, not to exceed $50,000 in the aggregate, and to pay the Purchasers an "Origination Fee" in the aggregate amount of $90,000; (iii) optional redemption provisions by the Purchasers and mandatory prepayments by the Company on the occurrence of certain events; (iv) customary conditions to the obligations of each of the parties and customary representations and warranties; (v) "Affirmative Covenants" of the parties deemed necessary to protect their respective interests, including the Company's use of the proceeds of the Principal Amount, its and its subsidiary companies conduct of business and compliance with laws, among other requirements; (vi) "Negative Covenants" regarding prior approval by the Purchasers for new debt incurred by the Company and its subsidiary companies, liens on assets, mergers and consolidations, amendments of organizational documents and capital expenditures, among other related provisions; (vii) agency provisions to allow the Collateral Agent to protect the Purchasers' interest in pledged collateral; and (viii)

indemnification provisions for any breach

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of any representation, warranty or covenant by the Company or its subsidiary companies, among various other terms and provisions.

The Company and its subsidiary companies fully guarantee payment of the Loan under the GSA and pledge all of their collective tangible and intangible assets now or hereafter acquired as security for the Loan, and make applicable representations regarding organization, ownership and title of all "Collateral," capitalization, due authorization and consents, perfected liens, their deposits, intellectual property, inventory, investment property and contracts, along with maintaining the Collateral and insuring the Collateral and specific remedies of the Collateral Agent in the event of an "Event of Default," among other provisions.

The NPA and the GSA are attached hereto and incorporated herein by reference in Section 9, Item 9.01 hereof, and the foregoing summaries are modified in their entirety to these attached agreements.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits:

Exhibit No.Description of Exhibit





  10.1  Note Purchase Agreement



  10.2  Guarantee and Security Agreement

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