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 • February 9th, 2009 • Net TALK.COM, Inc. • New York
This Registration Rights Agreement is made and entered into as of September 10, 2008 (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”).
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”).
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 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.
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).
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).
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”).
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”).
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”).
SERIES A COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 9th, 2009 • Net TALK.COM, Inc. • Florida
THIS SERIES A 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 5th anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Discover Screens, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock, par value $0.001 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).
