SECOND AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • July 1st, 2011 • Net TALK.COM, Inc. • Communications services, nec • New York
THIS SECOND AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 30, 2011 (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 being secured hereunder (the “Securities”), and its endorsees, transferees and assigns (collectively referred to as the “Secured Party”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 1st, 2011 • Net TALK.COM, Inc. • Communications services, nec • New York
This Second Amended and Restated Registration Rights Agreement is made and entered into as of June 30, 2011 (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 JUNE 30, 2011Securities Purchase Agreement • July 1st, 2011 • Net TALK.COM, Inc. • Communications services, nec • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated June 30, 2011, 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.
