Letter Agreement

Letter Agreement Between Net Talk.com, Inc. And OmniReliant Holdings, Inc. Dated June 25, 2009.

EXHIBIT 10.02

Letter Agreement between Net Talk.com, Inc. and OmniReliant Holdings, Inc. dated June 25, 2009.
 

 
1100 NW 163rd Drive, Suite 3
N. Miami Beach, Florida 33169

 
 
June 25, 2009
 

 
Gentlemen:
 
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 form attached hereto as Exhibit A and deliver the same to Fidelity Transfer authorizing the issuance of the Common Stock.
 
 
  Very truly yours,  
     
  NET TALK.COM, INC.  
       
 
By:
/s/ Anastasios Kyriakides  
    Anastasios Kyriakides  
    Chief Executive Officer  
       
 
If the foregoing is acceptable, please sign below where indicated.        
         
ACKNOWLEDGED AND AGREED:        
         
OMNIRELIANT CORPORATION        
           
By:
/s/ Paul Morrison
   
 
 
 
Paul Morrison
   
 
 
 
Chief Executive Officer
   
 
 

 

 
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS

June 25, 2009

VIA ELECTRONIC MAIL

Fidelity Transfer Company
8915 S 700 E., Suite 102
Sandy, Utah 84070
Attention: Kevin Kopaunik

Re:       Net Talk.com, Inc.

Ladies and Gentlemen:

This letter shall serve as our irrevocable authorization and direction to Fidelity Transfer Company (the “Transfer Agent”) to issue the following shares of common stock, par value $0.001 per share (the “Common Stock” of Net Talk.com, Inc., a Florida corporation (the “Company”):

   
Issue Date
Holder
Number of Shares
Status
         
 
June 25, 2009
OmniReliant Corporation
1,000,000
Unregistered
 

The shares are being issued pursuant to the Marketing and Distribution Agreement by and between the Company and OmniReliant Corporation dated effective as of March l3 2009, as amended, whereby the Company has agreed to issue to OmniReliant Corporation 1,000,000 shares of its Common Stock.

The original certificate should be forwarded via overnight courier to OmniReliant Corporation, 14375 Myerlake Circle, Clearwater, Florida 33760, Attn: Paul Morrison.

Please send a copy of the certificate to the Company, 1100 NW 163rd Drive, Suite 3, N. Miami Beach, Florida 33760, Attn: Anastasios Kyriakides.

Please acknowledge that the shares will be isssued by countersigning this letter and forwarding copies of the issued certificate representing the Common Stock to the Company’s legal counsel, Joseph A. Probasco, Bush Ross, P.A., 1801 N. Highland Avenue, Tampa, Florida 33602 via facsimile at (813) 223- 9620 or via email at jprobasco@bushross.com.

The Company hereby confirms to the Transfer Agent that no instructions other than as contemplated herein will be given to the Transfer Agent by the Company with respect to the matters referenced herein. The Company hereby authorizes and directs the Transfer Agent, and the Transfer Agent shall be obligated, to disregard any contrary instructions received by or on behalf of the Company.
 
 

 
 
  Very truly yours,  
     
  NET TALK.COM, INC.  
       
 
By:
/s/ Anastasios Kyriakides  
    Anastasios Kyriakides  
    Chief Executive Officer and Secretary  
       
 
         
         
Acknowledged and Agreed
       
         
FIDELITY TRANSFER COMPANY
       
           
By:
/s/ Kevin Kopaunik
   
 
 
 
Kevin Kopaunik