AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2010 • Net TALK.COM, Inc. • Communications services, nec • New York
This Amended and Restated Registration Rights Agreement is made and entered into as of February 24, 2010 (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”). This agreement amends and restates each of the Former Registration Rights Agreements (as defined below).
SECURITIES PURCHASE AGREEMENT By and Between NET TALK.COM, INC. and VICIS CAPITAL MASTER FUND DATED FEBRUARY 24, 2010Securities Purchase Agreement • March 1st, 2010 • Net TALK.COM, Inc. • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated February 24, 2010, 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.
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”).
