Net Talk.com, Inc.


 


2012 Stock Option Plan


 


1.            Purpose


 


The purpose of this 2012 Stock Option Plan (the “Plan”)
of Net Talk.com, Inc., a Florida corporation (the “Company”), is to advance the interests of the Company’s
shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity ownership opportunities and performance-based incentives
and thereby better aligning the interests of such persons with those of the Company’s shareholders. Except where the context
otherwise requires, the term “Company” shall include any of the Company’s present or future parent or
subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations
promulgated hereunder (the “Code”) and any other business venture (including, without limitation, joint venture
or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company
(the “Board”).


 


2.             Eligibility


 


All of the Company’s employees, officers, and directors,
and those Company’s consultants and advisors that (i) are natural persons and (ii) provide bona fide services to the Company
not connected to a capital raising transaction or the promotion or creation of a market for the Company’s securities, are
eligible to be granted options or restricted stock awards (each, an “Award”) under the Plan. Each person who
has been granted an Award under the Plan shall be deemed a “Participant.”


 


3.             Administration
and Delegation


 


(a)             Administration
by the Board. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend
and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall
deem expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the
Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest
in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for
any action or determination relating to or under the Plan made in good faith.


 



    	 



    	 



    

 


(b)             Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a “Committee”) so long as such Committee consists of not
less than two members, each member of which shall be an “outside director” within the meaning of Section 162(m)
of the Code (“Section 162(m)”) and a “non-employee director” as defined in Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the “Exchange Act”).


 


4.             Stock
Available for Awards


 


(a)             Number
of Shares. Subject to adjustment under Section 7, Awards may be made under the Plan for up to Twenty Million (20,000,000) shares
of common stock, $0.001 par value per share, of the Company (the “Common Stock”). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result
of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual
repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan.


 


(b)             Per-Participant
Limit. Subject to adjustment under Section 7, the maximum number of shares of Common Stock with respect to which Awards
may be granted to any Participant under the Plan shall be an amount no greater than an amount permitted under Section 162(m). No
Participant shall be granted stock options to the extent that the aggregate Fair Market Value of shares at the date of issuance
exceeds One Million Dollars ($1,000,000). The limitation is cumulative during any one (1) calendar year.


 


5.             Stock
Options


 


(a)             General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares
of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to
the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary
or advisable. The Board shall not award any stock options under the Plan intended to be incentive stock options meeting the requirements
of Section 422 of the Code (“ISOs”), unless the Plan is first approved by a majority of the shareholders of
the Company. An Option which is not intended to be an ISO shall be designated a “Nonstatutory Stock Option”.


 


(b)             Exercise
Price. The Board shall establish the exercise price at the time each Option is granted and specify the exercise price in the
applicable option agreement.


 


(c)             Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify
in the applicable option agreement.


 


(d)             Exercise
of Option. Options may be exercised by delivery to the Company of a written notice of exercise
signed by the proper person or by any other form of notice (including electronic notice) approved by the Board together with payment
in full as specified in Section 5(f) for the number of shares for which the Option is exercised.


 



    	 



    	 



    

 


(e)             Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1) in cash
or by check, payable to the order of the Company;


 


(2) except
as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay
the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company
of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company
cash or a check sufficient to pay the exercise price and any required tax withholding;


 


(3) when the Common Stock is registered
under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value as determined
by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method of payment
is then permitted under applicable law and (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant
at least six months prior to such delivery;


 


(4) to the
extent permitted by the Board, in its sole discretion in the applicable option agreement by (i) delivery of a promissory note of
the Participant to the Company on terms determined by the Board, or (ii) payment of such
other lawful consideration as the Board may determine, including cashless exercise method; or


 


(5) by any combination of the above
permitted forms of payment.


 


(f)             Substitute
Options. In connection with a merger or consolidation of an entity with the Company or the
acquisition by the Company of property or stock of an entity, the Board may grant Options in
substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Options
may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Options contained
in the other sections of this Section 5 or in Section 2.


 


6.             Restricted
Stock


 


(a)             Grants.
The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase
all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued
at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior
to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted
Stock Award”).


 


(b)             Terms
and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions
for repurchase (or forfeiture) and the issue price, if any.


 



    	 



    	 



    

 


(c)             Stock
Certificates. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with
the Company (or its designee). At the expiration of the applicable restriction periods, 
the Company (or such designee) shall deliver the certificates no longer subject to such restrictions
to the Participant or if the Participant has died, to the beneficiary designated, in a manner determined by the Board, by a Participant
to receive amounts due or exercise rights of the Participant in the event of the Participant’s death (the “Designated
Beneficiary”). In the absence of an effective designation by a Participant, Designated Beneficiary shall mean the Participant’s
estate.


 


7.             Adjustments
for Changes in Common Stock and Certain Other Events


 


(a)             Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any distribution to holders of Common
Stock other than a normal cash dividend, (i) the number and class of securities available under this Plan, (ii) the per-Participant
limit set forth in Section 4(b), (iii) the number and class of securities and exercise price per share subject to each outstanding
Option, and (iv) the repurchase price per share subject to each outstanding Restricted Stock Award shall be appropriately adjusted
by the Company (or substituted Awards may be made, if applicable) to the extent the Board shall
determine, in good faith, that such an adjustment (or substitution) is necessary and appropriate. If this Section 7(a) applies
and Section 7(c) also applies to any event, Section 7(c) shall be applicable to such event, and this Section 7(a) shall not be
applicable.


 


(b)             Liquidation
or Dissolution. In the event of a proposed liquidation or dissolution of the Company, the
Board shall upon written notice to the Participants provide that all then unexercised Options will (i) become exercisable in full
as of a specified time at least 10 business days prior to the effective date of such liquidation or dissolution and (ii) terminate
effective upon such liquidation or dissolution, except to the extent exercised before such effective date. The Board may specify
the effect of a liquidation or dissolution on any Restricted Stock Award granted under the Plan at the time of the grant.


 


(c)             Reorganization
Events


 


(1)              Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company
with or into another entity as a result of which all of the Common Stock of the Company is converted
into or exchanged for the right to receive cash, securities or other property or (b) any exchange of all of the Common Stock of
the Company for cash, securities or other property pursuant to a share exchange transaction.


 



    	 



    	 



    

 


(2)             Consequences
of a Reorganization Event on Options. Upon the occurrence of a Reorganization Event, or the execution by the Company
of any agreement with respect to a Reorganization Event, the Board shall provide that all outstanding Options shall be assumed,
or equivalent options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof). For purposes
hereof, an Option shall be considered to be assumed if, following consummation of the Reorganization Event, the Option confers
the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization
Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders
of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders
were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares
of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common
stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may,
with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of
Options to consist solely of common stock of the acquiring or succeeding corporation (or an affiliate thereof) equivalent in Fair
Market Value to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization
Event.





Notwithstanding the foregoing, if
the acquiring or succeeding corporation (or an affiliate thereof) does not agree to assume, or substitute for, such Options, then
the Board shall, upon written notice to the Participants, provide that all then unexercised Options will become exercisable in
full as of a specified time prior to the Reorganization Event and will terminate immediately prior to the consummation of such
Reorganization Event, except to the extent exercised by the Participants before the consummation of such Reorganization Event;
provided, however, that in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon
consummation thereof a cash payment for each share of Common Stock surrendered pursuant to such Reorganization Event (the “Acquisition
Price”), then the Board may instead provide that all outstanding Options shall terminate upon consummation of such Reorganization
Event and that each Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (A) the
Acquisition Price multiplied by the number of shares of Common Stock subject to such outstanding Options (whether or not then exercisable),
exceeds (B) the aggregate exercise price of such Options. To the extent all or any portion of an Option becomes exercisable solely
as a result of the first sentence of this paragraph, upon exercise of such Option the Participant shall receive shares subject
to a right of repurchase by the Company or its successor at the Option exercise price. Such repurchase
right (1) shall lapse at the same rate as the Option would have become exercisable under its terms and (2) shall not apply to any
shares subject to the Option that were exercisable under its terms without regard to the first sentence of this paragraph.


 


(3)             Consequences
of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit
of the Company’s successor and shall apply to the cash, securities or other property which
the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent
as they applied to the Common Stock subject to such Restricted Stock Award.


 



    	 



    	 



    

 


8.             General
Provisions Applicable to Awards


 


(a)             Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant.
References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.


 


(b)             Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Such written instrument
may be in the form of an agreement signed by the Company and the Participant or a written confirming
memorandum to the Participant from the Company. Each Award may contain terms and conditions in addition to those set forth in the
Plan.


 


(c)             Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 


(d)             Termination
of Status. The Board shall determine the effect on an Award of the disability, death, retirement, authorized leave of absence
or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant,
the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award.


 


(e)             Withholding.
Each Participant shall pay to the Company, or make provision satisfactory to the Board for payment of, any taxes required by law
to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. Except
as the Board may otherwise provide in an Award, when the Common Stock is registered under the Exchange Act, Participants may satisfy
such tax obligations in whole or in part by delivery of shares of Common Stock, including shares retained from the Award creating
the tax obligation, valued at their Fair Market Value; provided, however, that the total tax withholding where stock is being used
to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory
withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable
income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise
due to a Participant.


 


(f)             
Amendment of Award. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting
therefore another Award of the same or a different type, changing the date of exercise or realization.


 


(g)             Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.


 



    	 



    	 



    

 


(h)             Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions
or conditions, or otherwise realizable in full or in part, as the case may be.


 


9.             Miscellaneous


 


(a)             No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship
with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)             No
Rights As Shareholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a shareholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects
a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to such Option
are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an
optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to
receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise,
notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.


 


(c)             Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board, but no Award granted
to a Participant that is intended to comply with Section 162(m) shall become exercisable, vested or realizable, as applicable to
such Award, unless and until the Plan has been approved by the Company's shareholders to the
extent shareholder approval is required by Section 162(m) in the manner required under Section 162(m) (including the vote required
under Section 162(m)). No Awards shall be granted under the Plan after the completion of ten years from the earlier of (i) the
date on which the Plan was adopted by the Board or (ii) the date the Plan was approved by the Company’s
shareholders, but Awards previously granted may extend beyond that date.


 


(d)             Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time, provided that to the extent
required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of
such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until such amendment shall
have been approved by the Company’s shareholders if required by Section 162(m) (including the vote required under Section
162(m)).


 



    	 



    	 



    

 


(e)             Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws
of the State of Florida, without regard to any applicable conflicts of law.


 


	Adopted:    May 28, 2012	 
	 	 
	/s/ Anastasios Kyriakides	 
	By:   Anastasios Kyriakides, CEO and President