ITALK, INC, SUBSCRIPTION AGREEMENT $300,000 Of The Company’s Two-Year Secured Debentures Convertible Into The Company’s Common Stock.Subscription Agreement • October 21st, 2013 • iTalk Inc. • Telephone communications (no radiotelephone) • Massachusetts
Convertible Debentures (the “Debentures”) of ITalk, Inc., a Nevada corporation (the “Company”) are being offered pursuant to this Subscription Agreement (this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act.
DEBENTURE REGISTRATION RIGHTS AGREEMENTDebenture Registration Rights Agreement • October 21st, 2013 • iTalk Inc. • Telephone communications (no radiotelephone) • Massachusetts
THIS DEBENTURE REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October17, 2013, by and between iTalk, Inc., a Nevada corporation (the “Company”), and Dutchess Opportunity Fund, II, LP, a Delaware limited partnership (the “Holder”). The Company and the Holder are hereinafter sometimes collectively referred to as the “Parties” and each a “Party” to this Agreement.
