SERIES BD COMMON STOCK PURCHASE WARRANTNet TALK.COM, Inc. • October 1st, 2009 • 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).
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...Net TALK.COM, Inc. • October 1st, 2009 • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 1st, 2009 • Net TALK.COM, Inc. • Communications services, nec • New York
This Registration Rights Agreement is made and entered into as of September 25, 2009 (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”).
THIRD AMENDMENT TO THE SECURITY AGREEMENTThe Security 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”).
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”)
