SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 30th, 2014 • Net TALK.COM, Inc. • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 19, 2014, by and between NET TALK.COM, INC., a Florida corporation, with headquarters located at 1080 NW 163RD Drive, Miami, FL 33169 (the “Company”), and KBM WORLDWIDE, INC., a New York corporation, with its address at 80 Cuttermill Road, Suite 410, Great Neck, NY 11021 (the “Buyer”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 31st, 2009 • Net TALK.COM, Inc. • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 20, 2009 by and among Net Talk.com, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • October 1st, 2009 • Net TALK.COM, Inc. • Communications services, nec • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT. PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2009 by and among Net Talk.com, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2009 • Net TALK.COM, Inc.
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2006, among Discover Screens, Inc., a Florida corporation (the “Company”), and the several purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Convertible Security Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), A REPRESENTATIVE OF THE BORROWER HEREOF WILL, BEGINNING TEN DAYS AFTER THE ISSUE DATE OF THIS NOTE, PROMPTLY MAKE AVAILABLE TO THE HOLDER UPON REQUEST THE INFORMATION DESCRIBED IN TREASURY REGULATION §1.1275-3(b)(1)(i).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2014 • Net TALK.COM, Inc. • Communications services, nec • New York
This Registration Rights Agreement (this "Agreement"), is made and entered into as of March 11, 2014, by and among Net Talk.com, Inc., a Delaware corporation (the "Company"), and Telestrata LLC, a Colorado limited liability company ("Investor").
FOURTH AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 27th, 2014 • Net TALK.COM, Inc. • Communications services, nec • New York
THIS FOURTH AMENDED AND RESTATED SECURITY AGREEMENT, dated effective as of December 31, 2013 (this “Agreement”), by and between Net Talk.com, Inc., a Florida corporation (the “Debtor”), and Vicis Capital Master Fund (“Vicis”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands, the holder of the Debtor’s securities listed on Schedule H hereto and any other securities issued from time to time by the Debtor in favor of Vicis (collectively, the “Securities”), and its endorsees, transferees and assigns (collectively referred to as the “Secured Party”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2011 • Net TALK.COM, Inc. • Communications services, nec • New York
This Registration Rights Agreement is made and entered into as of September 30, 2011 (as amended, modified or supplemented from time to time, this “Agreement”) by and between Net Talk.com, Inc., a Florida corporation (the “Company”), and each securityholder identified on the signature pages hereto (each, including its successors and assigns, a “Holder” and collectively the “Holders”).
SECURITIES PURCHASE AGREEMENT By and Between NET TALK.COM, INC. and VICIS CAPITAL MASTER FUND DATED SEPTEMBER 30, 2011Securities Purchase Agreement • October 3rd, 2011 • Net TALK.COM, Inc. • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated September 30, 2011, is made by and between NET TALK.COM, INC., a Florida corporation (the “Company”), and VICIS CAPITAL MASTER FUND (the “Purchaser”), a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands.
SECURITY AGREEMENTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
SECURITY AGREEMENT, dated as of January 30, 2009 (this “Agreement”), among Net Talk.com, Inc., a Florida corporation (the “Debtor”), and Debt Opportunity Fund, LLLP, the holder of the Debtor’s 12% Senior Secured Convertible Debenture due January 30, 2011 in the original aggregate principal amount of $600,000 (the “Debenture”), and its endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SERIES BD COMMON STOCK PURCHASE WARRANTSecurity Agreement • October 1st, 2009 • Net TALK.COM, Inc. • Communications services, nec
THIS SERIES BD COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetTalk.com, Inc., a Florida corporation (the “Company”), up to 440,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • March 1st, 2010 • Net TALK.COM, Inc. • Communications services, nec • New York
THIS AMENDED AND RESTATED SECURITY AGREEMENT, dated as of February 24, 2010 (this “Agreement”), among Net Talk.com, Inc., a Florida corporation (the “Debtor”), and Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands and the holder of the Debtor’s securities listed on Schedule H hereto (the “Securities”), and its endorsees, transferees and assigns (collectively referred to as the “Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 8th, 2014 • Net TALK.COM, Inc. • Communications services, nec • Florida
THIS EMPLOYMENT AGREEMENT is made and entered into this 2nd day of January, 2014, by and between NET TALK. COM INC., a Florida corporation (the "Company"), and Anastasios Nicholas Kyriakides II, residing at 6720 East Tropical Way, Plantation, FL 33317 (the "Executive").
SECURITY AGREEMENTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
SECURITY AGREEMENT, dated as of September 10, 2008 (this “Agreement”), among Net Talk.com, Inc., a Florida corporation (the “Debtor”) and, , the holder of the Company’s 12% Senior Secured Debenture due September 10, 2010 in the original aggregate principal amount of $1,000,000 (the “Debenture”), signatory hereto, their endorsees, transferees and assigns (collectively referred to as, the “Secured Parties”).
SERIES BD COMMON STOCK PURCHASE WARRANTSecurity Agreement • July 31st, 2009 • Net TALK.COM, Inc. • Communications services, nec
THIS SERIES BD-3 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Midtown Partners & Co., LLC (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetTalk.com, Inc., a Florida corporation (the “Company”), up to 400,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SERIES C COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc.
THIS SERIES C COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Debt Opportunity Fund, LLLP (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetTalk.com, Inc., a Florida corporation (the “Company”), up to 2,400,000 shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • February 9th, 2009 • Net TALK.COM, Inc. • Florida
This Confidentiality and Non-Competition Agreement (the “Agreement”), dated as of September 10, 2008, is by and between Net Talk.com, Inc., (f/k/a Discover Screens, Inc.), a Florida corporation whose principal place of business is located at 1100 NW 163 Drive Miami, Florida 33169 (the “Company”) and (“Employee”), an individual currently residing at the address set forth on the signature page to this Agreement.
ContractSupplier Cooperation Agreement • November 19th, 2010 • Net TALK.COM, Inc. • Communications services, nec
In accordance with relative commercial laws and regulations of the People’s Republic of China, this agreement is signed between a Buyer and a Supplier including all of its facilities, affiliates and subsidiaries for the purpose of establishing a business relationship on the basis of equality and mutual benefits.
SERIES B COMMON STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of NetTalk.com, Inc.Security Agreement • February 9th, 2009 • Net TALK.COM, Inc.
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetTalk.com, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIRD AMENDMENT TO THE SECURITY AGREEMENTSecurity Agreement • October 1st, 2009 • Net TALK.COM, Inc. • Communications services, nec
This Third Amendment to the Security Agreement (this “Amendment”) is made and entered into as of September__, 2009 by and between Net Talk.com, Inc., a Florida corporation (the “Company”), and Debt Opportunity Fund, LLLP, and its endorsees, transferees and assigns (collectively referred to as the “Secured Parties”).
SERIES BD COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc.
THIS SERIES BD COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth (5th) anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from NetTalk.com, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 11th, 2011 • Net TALK.COM, Inc. • Communications services, nec
This AMENDMENT NO. 1, dated as of August 8, 2011 (this “Amendment”) amends that certain SECURITIES PURCHASE AGREEMENT, dated as of June 30, 2011 (as amended hereby, the “Securities Purchase Agreement”), by and between NET TALK.COM (the “Company”) and VICIS CAPITAL MASTER FUND (the “Purchaser”).
SECURITIES OPTION AGREEMENTSecurities Option Agreement • July 25th, 2012 • Net TALK.COM, Inc. • Communications services, nec • New York
This SECURITIES OPTION AGREEMENT (the “Agreement”), dated effective as of June 30, 2012 (the “Effective Date”), is by and between Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands (“Vicis”), with a mailing address care of Vicis Capital, LLC, 445 Park Avenue, Suite 1901, New York, New York 10022, and NET TALK.COM, INC., a Florida corporation maintaining a mailing address at 1100 NW 163 Drive, Miami, Florida 33169 (the “Company”).
MORTGAGE AND SECURITY AGREEMENTMortgage and Security Agreement • December 6th, 2012 • Net TALK.COM, Inc. • Communications services, nec • Florida
THIS MORTGAGE AND SECURITY AGREEMENT (the "Mortgage"), made November 29, 2012 , between Net Talk.Com, Inc., a Florida corporation (the "Mortgagor") as mortgagor and debtor, whose address is 1080 NW 163 Drive, Miami, FL 33169, and 1080 NW 163 DRIVE, LLC, a Florida Limited Liability Company, (the "Mortgagee") as mortgagee and secured party, whose address is 1541 Sunset Drive - Suite 302, South Miami, FL 33143.
STOCK GRANT AGREEMENTStock Grant Agreement • February 9th, 2009 • Net TALK.COM, Inc. • Florida
THIS STOCK GRANT AGREEMENT (the “Agreement”) is effective as of September , 2008 by and between Net Talk.com, Inc., a Florida corporation (the “Company”), and (the “Grantee”).
ADDENDUM TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT BY AND BETWEEN NET TALK.COM, INC. AND ANASTASIOS KYRIAKIDES DATED AS OF SEPTEMBER 10, 2008Employment Agreement • January 3rd, 2011 • Net TALK.COM, Inc. • Communications services, nec
Whereas, Anastasios Kyriakides (“Executive”) has served as Chief Executive Officer and President of Net Talk.com, Inc.(the “Company”) pursuant to the above-referenced employment agreement (the “Employment Agreement”), and
Letter Agreement between Net Talk.com, Inc. and OmniReliant Holdings, Inc. dated June 25, 2009.Marketing and Distribution Agreement • July 2nd, 2009 • Net TALK.COM, Inc. • Communications services, nec
Reference is hereby made to that certain Marketing and Distribution Agreement dated effective March 13, 2009 (the “Marketing Agreement”), by and among OmniReliant Corporation, a Florida corporation (“ORI”) and Net Talk.com, Inc. (“NTI”), a Florida corporation. As referenced in the Marketing Agreement, ORI agreed to provide certain marketing and distribution services to NTI in exchange for the consideration identified in the Marketing Agreement. Shortly after the parties executed the Marketing Agreement, the parties orally amended the section entitled “Special Terms and Conditions” to defer NTI’s obligation to issue 1,000,000 shares of NTI common stock (the “Common Stock”) to ORI until such time as the infomercial was produced and approved jointly by the parties The purpose of this letter is to memorialize the foregoing oral agreement and to further memorialize the parties’ joint approval of the infomercial. Accordingly, NTI shall execute Irrevocable Transfer Agent Instructions in the f
EMPLOYMENT AGREEMENT Amended March 31, 2012Employment Agreement • May 15th, 2012 • Net TALK.COM, Inc. • Communications services, nec • Florida
THIS EMPLOYMENT AGREEMENT is made and entered into this 16th day of May, 2011, (amended March 31, 2012) by and between Net Talk.com , Inc., a Florida corporation (the "Company"), and ANASTASIOS N.KYRIAKIDES, residing at 1030 Street, Hollywood, Florida 33019 (the "Executive").
LEASE AGREEMENTLease Agreement • February 9th, 2009 • Net TALK.COM, Inc. • Florida
THIS LEASE AGREEMENT made and entered into this August 29th, 2008, is by and between Carrierhouse Corp., a Florida corporation, hereinafter referred to as “LANDLORD”, and, NetTalk.Com Inc. a Florida corporation, hereinafter referred to as “TENANT”.
CONTRIBUTION AGREEMENTContribution Agreement • February 9th, 2009 • Net TALK.COM, Inc. • New York
This Contribution Agreement (this “Agreement”) is dated as of September 10, 2008 among Net Talk.com, Inc., a Florida corporation (the “Company”) and Vicis Capital Master Fund (the “Purchaser” or “Contributor”).
REDEMPTION AND DEBT RESTRUCTURING AGREEMENTRedemption and Debt Restructuring Agreement • January 27th, 2014 • Net TALK.COM, Inc. • Communications services, nec • New York
This Redemption and Debt Restructuring Agreement (the “Agreement”) dated effective as of December 31, 2013 is made by and between NET TALK.COM, INC., a Florida corporation with its principal place of business at 1080 NW 163rd Drive, Miami, Florida, 33169 (the “Company”), and VICIS CAPITAL MASTER FUND, a unit sub-trust of Vicis Capital Series Master Trust, a unit trust organized and existing under the laws of the Cayman Islands with a mailing address care of Vicis Capital, LLC, 445 Park Avenue, Suite 1043, New York, New York 10022 (the “Lender”).
NETTALK.COM, INC. (A Development Stage Enterprise)Marketing and Distribution Agreement • July 2nd, 2009 • Net TALK.COM, Inc. • Communications services, nec • Florida
This Agreement by and between OmniReliant, Inc., its successors or assigns. (“ORI”) and NetTalk.com, Inc. Its successors or assigns (“NetTalk”) is made effective this 13th day of March, 2009. The Parties each agree to the terms of this Agreement which expression includes the following Terms and Conditions and the attached Term Sheets and Schedules
FIRST AMENDMENT TO THE SECURITY AGREEMENTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc.
This First Amendment to the Security Agreement (this “Amendment”) is made and entered into as of February 6, 2009 by and between Net Talk.com, Inc., a Florida corporation (the “Company”), and Debt Opportunity Fund, LLLP, and its endorsees, transferees and assigns (collectively referred to as the “Secured Parties”).
SECURITIES PURCHASE AND ASSIGNMENT AGREEMENTSecurities Purchase and Assignment Agreement • October 1st, 2009 • Net TALK.COM, Inc. • Communications services, nec • New York
THIS SECURITIES PURCHASE AND ASSIGNMENT AGREEMENT (the “Agreement”) is entered into this 29th day of September, 2009, by and among Debt Opportunity Fund, LLLP, a Florida limited liability limited partnership (the “DO Fund” or “Seller”), Vicis Capital Master Fund, a sub-trust of Vicis Capital Series Master Trust (“Buyer”)
