EXHIBIT
10.6


 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration Rights Agreement
(this “Agreement”) is made and entered into as of ___________, 2021, between PhoneBrasil International, Inc., a New
Jersey corporation (the “Company”), and the purchasers from time to time party hereto (each, a “Purchaser”
and collectively, the “Purchasers”).


 


This Agreement is made pursuant
to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchasers (the “Purchase Agreement”).


 


The Company and the Purchasers
hereby agrees as follows:


 


1.  Definitions.


 


Capitalized terms used
and not otherwise defined herein that are defined in the Purchase Agreement shall have the meanings given such terms in the Purchase Agreement.
As used in this Agreement, the following terms shall have the following meanings:


 


“Advice”
shall have the meaning set forth in Section 6(d).


 


“Effectiveness Date”
means, with respect to the Initial Registration Statement required to be filed hereunder, the 90th calendar day following the Filing
Date (or, with respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the 60th calendar
day following the date on which an additional Registration Statement is required to be filed hereunder; provided, however,
that in the event the Company is notified by the Commission that one or more of the above Registration Statements will not be reviewed
or is no longer subject to further review and comments, the Effectiveness Date as to such Registration Statement shall be the fifth Trading
Day following the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further,
if such Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading
Day.


 


“Effectiveness Period”
shall have the meaning set forth in Section 2(a).


 


“Event”
shall have the meaning set forth in Section 2(d).


 


“Event Date”
shall have the meaning set forth in Section 2(d).


 


“Filing Date”
means, (a) with respect to the Initial Registration Statement required hereunder, the 30th calendar day following the date
on which the Placement Agent gives notice to the Company that the Final Closing has occurred or the Offering has terminated, and (b) with
respect to any additional Registration Statements which may be required pursuant to Section 2(c) or Section 3(c), the earliest
practical date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 


“Indemnified Party”
shall have the meaning set forth in Section 5(c).


 






     


     


    

 


“Indemnifying Party”
shall have the meaning set forth in Section 5(c).


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Losses”
shall have the meaning set forth in Section 5(a).


 


“Plan of Distribution”
shall have the meaning set forth in Section 2(a).


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of
any portion of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus,
including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means, as of any date of determination, (a) all Conversion Shares issuable upon conversion of the Note (assuming on such date the Note
is converted in full without regard to any conversion limitations therein), (b) all Warrant Shares issuable upon exercise of the Warrant,
(c) any additional shares of Common Stock issuable in connection with any anti-dilution provisions in the Note or the Warrant (without
giving effect to any limitations on conversion set forth in the Note or the Warrant) and (d) any securities issued or then issuable upon
any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however,
that any such Registrable Securities shall cease to be Registrable Securities (and the Company shall not be required to maintain the effectiveness
of any, or file another, Registration Statement hereunder with respect thereto) for so long as (i) a Registration Statement with respect
to the sale of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities
have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) such Registrable Securities have been
previously sold in accordance with Rule 144, or (iii) such securities become eligible for resale without volume or manner-of-sale restrictions
and without current public information pursuant to Rule 144, and the conditions of Rule 144(i)(2) have been met, as set forth in a written
opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent and the affected Holders (assuming that such
securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were
issued or are issuable, were at no time held by any Affiliate of the Company, as reasonably determined by the Company, upon the advice
of counsel to the Company.


 


“Registration Statement”
means any registration statement required to be filed hereunder pursuant to Section 2(a) and any additional registration statements
contemplated by Section 2(c) or Section 3(c), including (in each case) the Prospectus, amendments and supplements to any
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in any such registration statement.


 






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“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,
or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Selling Stockholder
Questionnaire” shall have the meaning set forth in Section 3(a).


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of the Commission
staff and (ii) the Securities Act.


 


2.  Shelf
Registration.


 


(a) On
or prior to each Filing Date, the Company shall prepare and file with the Commission a Registration Statement covering the resale of all
of the Registrable Securities that are not then registered on an effective Registration Statement for an offering to be made on a continuous
basis pursuant to Rule 415. Each Registration Statement filed hereunder shall be on Form S-1 or such other form available to register
for resale the Registrable Securities as a secondary offering and shall contain (unless otherwise directed by at least 85% in interest
of the Holders) substantially the “Plan of Distribution”
attached hereto as Annex A and substantially the “Selling
Stockholder” section attached hereto as Annex B. ; provided,
however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent in which event
the Company shall no obligations to such Holder under this Agreement. Subject to the terms of this Agreement, the Company shall use its
commercially reasonable efforts to cause a Registration Statement filed under this Agreement (including, without limitation, under Section
3(c)) to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event no later
than the applicable Effectiveness Date, and shall use its commercially reasonable efforts to keep such Registration Statement continuously
effective under the Securities Act until the date that all Registrable Securities covered by such Registration Statement (i) have been
sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without
the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and the conditions
of Rule 144(i)(2) have been met, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). The Company shall telephonically request effectiveness
of a Registration Statement as of 5:00 p.m. Eastern Time on a Trading Day. The Company shall immediately notify the Holders via facsimile
or by e-mail of the effectiveness of a Registration Statement by the next Trading Day that the Company telephonically confirms effectiveness
with the Commission, which shall be the date requested for effectiveness of such Registration Statement. The Company shall, by 9:30 a.m.
Eastern Time on the Trading Day five (5) days after the effective date of such Registration Statement, file a final Prospectus with the
Commission as required by Rule 424. Failure to so notify the Holder within two (2) Trading Days of such notification of effectiveness
or failure to file a final Prospectus as foresaid shall be deemed an Event under Section 2(d).


 






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(b) Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission staff informs the Company that all of the Registrable
Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration
statement, the Company agrees to promptly inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Initial Registration Statement as required by the Commission, covering the maximum number of Registrable Securities permitted to
be registered by the Commission, on Form S-1 or such other form available to register for resale the Registrable Securities as a secondary
offering, subject to the provisions of Section 2(d) with respect to the payment of liquidated damages; provided, however,
that prior to filing such amendment, the Company shall be obligated to use diligent efforts to advocate with the Commission for the registration
of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, Compliance and Disclosure Interpretation
612.09.


 


(c) Notwithstanding
any other provision of this Agreement and subject to the payment of liquidated damages pursuant to Section 2(d), if the Commission
or any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be registered on a particular Registration
Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the
registration of all or a greater portion of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable
Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced as follows:


 


		a.	First, the Company shall reduce or eliminate any securities to be included other than Registrable Securities;



 


		b.	Second, the Company shall reduce Registrable Securities represented by the Warrant Shares; and



 


		c.	Third, the Company shall reduce Registrable Securities represented by the Conversion Shares.



 


In the event of a cutback
hereunder, the Company shall give the Holder at least five (5) Trading Days prior written notice along with the calculations as to such
Holder’s allotment. In the event the Company amends the Initial Registration Statement in accordance with the foregoing, the Company
will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided
to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or such other form available
to register for resale those Registrable Securities that were not registered for resale on the Initial Registration Statement, as amended.


 






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(d) If:
(i) the Initial Registration Statement is not filed on or prior to its Filing Date (if the Company files the Initial Registration Statement
without affording the Holders the opportunity to review and comment on the same as required by Section 3(a) herein, the Company
shall be deemed to have not satisfied this clause (i)), or (ii) the Company fails to file with the Commission a request for acceleration
of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading
Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement
will not be “reviewed”
or will not be subject to further review, or (iii) [reserved], or (iv)  a
Registration Statement registering for resale all of the Registrable Securities is not declared effective by the Commission by the Effectiveness
Date of the Initial Registration Statement, (v) after the effective date of a Registration Statement, such Registration Statement ceases
for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders
are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive
calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month
period or (vi) the Company shall fail for any reason to satisfy the current public information requirement under Rule 144 or the requirements
of Rule 144(i)(2) as to the applicable Registrable Securities (any such failure or breach being referred to as an “Event”,
and for purposes of clauses and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five
(5) Trading Day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period,
as applicable, is exceeded being referred to as “Event Date”),
then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly
anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured,
the Company shall pay to the Holders an amount in cash, as partial liquidated damages and not as a penalty, their pro rata portion of
2% of the aggregate purchase price paid by such Holder pursuant to the Purchase Agreement for any unregistered Registrable Securities
then held by such Holder, on the Event Date and on every thirtieth (30th) day (prorated for periods totaling less than thirty
days) thereafter until the Initial Registration Statement is deemed effective. The parties agree that the maximum aggregate liquidated
damages payable to a Holder under this Agreement shall be 12%. The foregoing liquidated damages shall not apply if the Registrable Securities
may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 at the time the Event occurs, provided that the Company
shall also be in compliance with the requirements of Rule 144(i)(2) and the current public information requirement under Rule 144 to the
extent required. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the
date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be
paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all
such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis
for any portion of a month prior to the cure of an Event.


 


(e) [reserved]


 


(f) Notwithstanding
anything to the contrary contained herein, in no event shall the Company be permitted to name any Holder or affiliate of a Holder as any
Underwriter without the prior written consent of such Holder.


 


(g) Notwithstanding
anything in this Agreement to the contrary, the Company’s obligations
shall cease on the later of (i) two years after the final sale of Units after which all Conversion Shares and Warrant Shares or (ii) two
years following the last Warrant exercise for cash if such exercise was within the two year period.


 






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3.  Registration
Procedures.


 


In connection with the Company’s
registration obligations hereunder, the Company shall:


 


(a) Not
less than five (5) Trading Days prior to the filing of each Registration Statement and not less than one (1) Trading Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated or deemed to
be incorporated therein by reference), the Company shall (i) furnish to each Holder copies of all such documents proposed to be filed,
which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to such inquiries as shall
be necessary, in the reasonable opinion of respective counsel to each Holder, to conduct a reasonable investigation within the meaning
of the Securities Act. The Company shall not file a Registration Statement or any such Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith, provided that, the Company is
notified of such objection in writing no later than five (5) Trading Days after the Holders have been so furnished copies of a Registration
Statement or one (1) Trading Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
thereto. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached to this Agreement as Annex B
(a “Selling Stockholder Questionnaire”)
on a date that is not less than two (2) Trading Days prior to the Filing Date or by the end of the fourth (4th) Trading Day
following the date on which such Holder receives draft materials in accordance with this Section.


 


(b) (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period and prepare and file with the Commission such additional Registration Statements in order to register
for resale under the Securities Act all of the Registrable Securities, (ii) cause the related Prospectus to be amended or supplemented
by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant
to Rule 424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to the Holders true and complete copies of all correspondence
from and to the Commission relating to a Registration Statement (provided that, the Company shall excise any information contained therein
which would constitute material non-public information regarding the Company or any of its Subsidiaries), and (iv) comply in all material
respects with the applicable provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable
Securities covered by a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with
the intended methods of disposition by the Holders thereof set forth in such Registration Statement as so amended or in such Prospectus
as so supplemented.


 


(c) If
during the Effectiveness Period, the number of Registrable Securities at any time exceeds 100% of the number of shares of Common Stock
constituting Registrable Securities then registered in a Registration Statement, then the Company shall file, as soon as reasonably practicable,
an additional Registration Statement covering the resale by the Holders of not less than the number of such Registrable Securities.


 






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(d) Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by
an instruction to suspend the use of the Prospectus until the requisite changes have been made) as promptly as reasonably possible (and,
in the case of (i)(A) below, not less than one (1) Trading Day prior to such filing) and (if requested by any such Person) confirm such
notice in writing no later than one (1) Trading Day following the day (i)(A) when a Prospectus or any Prospectus supplement or post- effective
amendment to a Registration Statement is proposed to be filed, (B) when the Commission notifies the Company whether there will be a “review”
of such Registration Statement and whenever the Commission comments in writing on such Registration Statement, and (C) with respect to
a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the Commission or
any other federal or state governmental authority for amendments or supplements to a Registration Statement or Prospectus or for additional
information, (iii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending
the effectiveness of a Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for
that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding
for such purpose, (v) of the occurrence of any event or passage of time that makes the financial statements included in a Registration
Statement ineligible for inclusion therein or any statement made in a Registration Statement or Prospectus or any document incorporated
or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to a Registration Statement,
Prospectus or other documents so that, in the case of a Registration Statement or the Prospectus, as the case may be, it will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and (vi) of the occurrence or existence of any pending
corporate development with respect to the Company that the Company believes may be material and that, in the determination of the Company,
makes it not in the best interest of the Company to allow continued availability of a Registration Statement or Prospectus, provided,
however, in no event shall any such notice contain any information which would constitute material, non-public information regarding
the Company or any of its Subsidiaries.


 


(e) Use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of
the Registrable Securities for sale in any jurisdiction, at the earliest practicable moment.


 


(f) Furnish
to each Holder, without charge, at least one conformed copy of each such Registration Statement and each amendment thereto, including
financial statements and schedules, all documents incorporated or deemed to be incorporated therein by reference to the extent requested
by such Person, and all exhibits to the extent requested by such Person (including those previously furnished or incorporated by reference)
promptly after the filing of such documents with the Commission; provided, that any such item which is available on the EDGAR system (or
successor thereto) need not be furnished in physical form.


 


(g) Subject
to the terms of this Agreement, the Company hereby consents to the use of such Prospectus and each amendment or supplement thereto by
each of the selling Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any
amendment or supplement thereto, except after the giving of any notice pursuant to Section 3(d).


 






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(h) Prior
to any resale of Registrable Securities by a Holder, or from time to time as requested by the Holder, use its commercially reasonable
efforts to register or qualify or cooperate with the selling Holders in connection with the registration or qualification (or exemption
from the Registration or qualification) of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws
of such jurisdictions within the United States as any Holder reasonably requests in writing, to keep each registration or qualification
(or exemption therefrom) effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to
enable the disposition in such jurisdictions of the Registrable Securities covered by each Registration Statement, provided that the Company
shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to
any material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such
jurisdiction.


 


(i) If
requested by a Holder, cooperate with such Holder to facilitate the timely preparation and delivery of certificates representing Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free, to the extent permitted
by the Purchase Agreement, of all restrictive legends, and to enable such Registrable Securities to be in such denominations and registered
in such names as any such Holder may request.


 


Upon the occurrence of any event
contemplated by Section 3(d), as promptly as reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure of such event, prepare
a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to the related Prospectus
or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter
delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they
were made, not misleading. If the Company notifies the Holders in accordance with clauses (iii) through (vi) of Section 3(d) above
to suspend the use of any Prospectus until the requisite changes to such Prospectus have been made, then the Holders shall suspend use
of such Prospectus. The Company will use its commercially reasonable to ensure that the use of the Prospectus may be resumed as promptly
as is practicable. The Company shall be entitled to exercise its right under this Section 3(j) to suspend the availability of a
Registration Statement and Prospectus, subject to the payment of partial liquidated damages otherwise required pursuant to Section
2(d) if such suspension occurs prior to August 12, 2022, for a period not to exceed 60 calendar days (which need not be consecutive
days) in any 12-month period.


 


(j) Otherwise
use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission under the Securities Act and
the Exchange Act, including, without limitation, Rule 172 under the Securities Act, file any final Prospectus, including any supplement
or amendment thereof, with the Commission pursuant to Rule 424 under the Securities Act, promptly inform the Holders in writing if, at
any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof,
the Holders are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions
as may be reasonably necessary to facilitate the registration of the Registrable Securities hereunder.


 






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(k) Intentionally
Omitted.


 


(l) The
Company may require each selling Holder to furnish to the Company a certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons thereof that have voting and dispositive control over the
shares. During any periods that the Company is unable to meet its obligations hereunder with respect to the registration of the Registrable
Securities solely because any Holder fails to furnish such information within three Trading Days of the Company’s
request, any liquidated damages that are accruing at such time as to such Holder only shall be tolled and any Event that may otherwise
occur solely because of such delay shall be suspended as to such Holder only, until such information is delivered to the Company.


 


(m) The
Company shall not be obligated to register or qualify the Conversion Shares and Warrant Shares in any state which applies merit review.


 


4.  Registration
Expenses. All fees and expenses incident to the performance of or compliance with, this Agreement by the Company shall be borne
by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred
to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any Trading Market on which the Common Stock is then listed for trading, and (C)
in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation,
fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities),
(ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities), (iii) messenger,
telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) Securities Act liability insurance, if the
Company so desires such insurance, (vi) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement and (vii) reasonable and reasonably-documented fees and disbursements, not to exceed
$10,000 in the aggregate, of one counsel for the Purchasers. In addition, the Company shall be responsible for all of its internal expenses
incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries
and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall
the Company be responsible for any broker or similar commissions, markdowns or discounts of any Holder or, except to the extent provided
for in the Transaction Documents, any legal fees or other costs of the Holders.


 






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5.  Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, partners, agents, and employees (and any other Persons with a functionally equivalent role of a Person holding
such titles, notwithstanding a lack of such title or any other title) of each of them, each Person who controls any such Holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, shareholders,
partners, agents and employees (and any other Persons with a functionally equivalent role of a Person holding such titles, notwithstanding
a lack of such title or any other title) of each such controlling Person, to the fullest extent permitted by applicable law, from and
against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’
fees) and expenses (collectively, “Losses”),
as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement,
any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of
or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
(in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2)
any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or
regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the
extent, that (i) such untrue statements or omissions are based solely upon information regarding such Holder furnished in writing to the
Company by such Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s
proposed method of distribution of Registrable Securities and was reviewed and expressly approved in writing by such Holder expressly
for use in a Registration Statement, such Prospectus or in any amendment or supplement thereto (it being understood that the Holder has
approved Annex A hereto for this purpose) or (ii) in the case of an occurrence of an event of the type specified in Section 3(d)(iii)-(vi),
the use by such Holder of an outdated, defective or otherwise unavailable Prospectus after the Company has notified such Holder in writing
that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder and prior to the receipt by such Holder of
the Advice contemplated in Section 6(d). The Company shall notify the Holders promptly of the institution, threat or assertion
of any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified person and shall
survive the transfer of any Registrable Securities by any of the Holders in accordance with Section 6(h).


 


(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act), and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law,
from and against all Losses, as incurred, to the extent arising out of or based solely upon: any untrue or alleged untrue statement of
a material fact contained in any Registration Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary
prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were
made) not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained in any information
so furnished in writing by such Holder to the Company expressly for inclusion in such Registration Statement or such Prospectus or (ii)
to the extent, but only to the extent, that such information relates to such Holder’s
information provided in the Selling Stockholder Questionnaire or the proposed method of distribution of Registrable Securities and was
reviewed and expressly approved in writing by such Holder expressly for use in a Registration Statement (it being understood that the
Holder has approved Annex A hereto for this purpose), such Prospectus or in any amendment or supplement thereto. In no event shall the
liability of a selling Holder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder in
connection with any claim relating to this Section 5 and the amount of any damages such Holder has otherwise been required to pay by reason
of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities included in the Registration
Statement giving rise to such indemnification obligation.


 






    -10-


     

    

 


(c) Conduct
of Indemnification Proceedings. If any Proceeding shall be brought or asserted against any Person entitled to indemnity hereunder
(an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying
Party”) in writing, and the Indemnifying Party shall have the
right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment
of all fees and expenses incurred in connection with defense thereof, provided that the failure of any Indemnified Party to give such
notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement, except (and only) to the
extent that it shall be finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further
review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


An Indemnified Party shall
have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed in writing
to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the defense of such Proceeding and to employ
counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3) the named parties to any such Proceeding (including
any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the Indemnified Party shall reasonably
believe that a material conflict of interest is likely to exist if the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at
the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense thereof and the reasonable
fees and expenses of no more than one separate counsel shall be at the expense of the Indemnifying Party). The Indemnifying Party shall
not be liable for any settlement of any such Proceeding effected without its written consent, which consent shall not be unreasonably
withheld or delayed. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending Proceeding in respect of which any Indemnified Party is a party, unless such settlement includes an unconditional release
of such Indemnified Party from all liability on claims that are the subject matter of such Proceeding.


 


Subject to the terms of this
Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section) shall be paid to
the Indemnified Party, as incurred, within ten Trading Days of written notice thereof to the Indemnifying Party, provided that the Indemnified
Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses applicable to such actions for which
such Indemnified Party is finally determined by a court of competent jurisdiction (which determination is not subject to appeal or further
review) not to be entitled to indemnification hereunder.


 






    -11-


     

    

 


(d) Contribution.
If the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified
Party harmless for any Losses, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party,
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative
fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any action in
question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has
been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement,
any reasonable attorneys’ or other fees or expenses incurred by
such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification
provided for in this Section was available to such party in accordance with its terms.


 


The parties hereto agree that
it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any
other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding paragraph.
In no event shall the contribution obligation of a Holder of Registrable Securities be greater in amount than the dollar amount of the
proceeds (net of all expenses paid by such Holder in connection with any claim relating to this Section 5 and the amount of any
damages such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission)
received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.


 


The indemnity and contribution
agreements contained in this Section are in addition to any liability that the Indemnifying Parties may have to the Indemnified Parties


 


6.  Miscellaneous.


 


(a) Remedies.
In the event of a breach by the Company or by a Holder of any of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and each Holder agrees that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, it shall
not assert or shall waive the defense that a remedy at law would be adequate.


 






    -12-


     

    

 


(b) No
Piggyback on Registrations; Prohibition on Filing Other Registration Statements. Neither the Company nor any of its security holders
(other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than
the Registrable Securities or any securities held by Affiliates of the Holders. The Company shall not file any other registration statements
until at least six months after all Registrable Securities are registered pursuant to a Registration Statement that is declared effective
by the Commission, provided that this Section 6(b) shall not prohibit the Company from (i) filing amendments to registration
statements filed prior to the date of this Agreement, (ii) filing a Registration Statement with respect to a $40 million firm commitment
underwriting, or (iii) filing a shelf Registration Statement, or (iv) filing a Registration Statement for underwritten offerings of at
least $10 million in gross proceeds to the Company .


 


(c) [Reserved]


 


(d) Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition
of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will
use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company
agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities
hereunder shall be subject to the provisions of Section 2(d).


 


(e) Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the
Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4
or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely
in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and,
if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include
in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided,
however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that
are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the
Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement that is available for resales
or other dispositions by such Holder.


 






    -13-


     

    

 


(f) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
and waivers or consents to departures from the provisions hereof may not be given, unless the same shall be in writing and signed by the
Company and the Holders of 50.1% or more of the then outstanding Registrable Securities (for purposes of clarification, this includes
any Registrable Securities issuable upon exercise or conversion of any Security), provided that, if any amendment, modification or waiver
disproportionately and adversely impacts a Holder (or group of Holders), the consent of such disproportionately impacted Holder (or group
of Holders) shall be required. If a Registration Statement does not register all of the Registrable Securities pursuant to a waiver or
amendment done in compliance with the previous sentence, then the number of Registrable Securities to be registered for each Holder shall
be reduced pro rata among all Holders and each Holder shall have the right to designate which of its Registrable Securities shall be omitted
from such Registration Statement. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect
to a matter that relates exclusively to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights
of other Holders may be given only by such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates;
provided, however, that the provisions of this sentence may not be amended, modified, or supplemented except in accordance
with the provisions of the first sentence of this Section 6(f). No consideration shall be offered or paid to any Person to amend
or consent to a waiver or modification of any provision of this Agreement unless the same consideration also is offered to all of the
parties to this Agreement.


 


(g) Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set forth
in the Purchase Agreement.


 


(h) Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign (except by merger) its rights or obligations hereunder
without the prior written consent of all of the Holders of the then outstanding Registrable Securities. Each Holder may assign their respective
rights hereunder in the manner and to the Persons as permitted under Section 5.5 of the Purchase Agreement.


 


(i) No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company
or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would
have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except
as set forth on Schedule 6(i), neither the Company nor any of its Subsidiaries has previously entered into any agreement granting
any registration rights with respect to any of its securities to any Person that have not been satisfied in full.


 


(j) Execution
and Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 






    -14-


     

    

 


(k) Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Purchase Agreement.


 


(l) Cumulative
Remedies. The remedies provided herein are cumulative and not exclusive of any other remedies provided by law.


 


(m) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


(n) Headings.
The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


 


********************


 


(Signature Pages Follow)


 




    -15-


     

    

 


IN WITNESS WHEREOF, the parties
have executed this Registration Rights Agreement as of the date first written above.


 


	 	PHONEBRASIL INTERNATIONAL, INC.
	 	 
	 	By:	 
	 	Name:	P. Kelley Dunne
	 	Title:	 Chief Executive Officer



 


[SIGNATURE PAGE OF HOLDERS
FOLLOWS]


 


Signature Page to Registration Rights Agreement


 


 




     


     

    

 


[SIGNATURE
PAGE OF holders]


 


	 	By:	 
	 	Name:	  
	 	Title:	 
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 



 


Investor Signature Page to Registration Rights
Agreement


 




     


     

    

 


Annex A


 


Plan of Distribution


 


Each Selling Stockholder (the
“Selling Shareholders”) of the securities and any of their pledgees, assignees and successors-in-interest may, from
time to time, sell any or all of their securities covered hereby on the principal Trading Market or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling
Stockholder may use any one or more of the following methods when selling securities:


 


		●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		●	block trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		●	an exchange distribution in accordance with the rules of the applicable exchange;



 


		●	privately negotiated transactions;



 


		●	settlement of short sales;



 


		●	in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number
of such securities at a stipulated price per security;



 


		●	through the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise;



 


		●	a combination of any such methods of sale; or



 


		●	any other method permitted pursuant to applicable law.



 


The Selling Shareholders may
also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities
Act”), if available, rather than under this prospectus.


 


Broker-dealers engaged by
the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in
compliance with FINRA IM-2440.


 






    A-1


     


    

 


In connection with the sale
of the securities or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with
broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).


 


The Selling Shareholders and
any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning
of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any
profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.


 


The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Shareholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.


 


We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance
with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.


 


Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement
of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the Selling
Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed them
of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule
172 under the Securities Act).


 




    A-2


     


    

 


Annex B


 


SELLING SHAREHOLDERS


 


The common stock being offered
by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon
conversion of the notes. For additional information regarding the issuances of the notes, see “Private Placement” above. We
are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time.
Except for the ownership of the notes and the shares of common stock, the selling shareholders have not had any material relationship
with us within the past three years.


 


The table below lists the
selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders.
The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of
the shares of common stock, notes and warrants, as of [______], assuming conversion of the notes and exercise of warrants held by the
selling shareholders on that date, without regard to any limitations on exercises.


 


The third column lists the
shares of common stock being offered by this prospectus by the selling shareholders.


 


In accordance with the terms
of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number
of shares of common stock issued to the selling shareholders as commitment shares, and (ii) the maximum number of shares of common stock
issuable upon conversion of the notes, determined as if the outstanding notes were exercised in full as of the trading day immediately
preceding the date this registration statement was initially filed with the SEC, subject to adjustment as provided in the registration
right agreement, without regard to any limitations on the conversion of the notes. The fourth column assumes the sale of all of the shares
offered by the selling shareholders pursuant to this prospectus.


 


Under the terms of the notes,
a selling shareholder may not exercise the notes and/or exercise the warrants to the extent such exercise would cause such selling shareholder,
together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%
of our then outstanding common stock following such conversion, excluding for purposes of such determination shares of common stock issuable
upon conversion of the notes which have not been converted. The number of shares in the second column does not reflect this limitation.
The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”


 


	
     

     

    Name of Selling Shareholder
	Number of shares of Common

 Stock Owned Prior to Offering	Maximum Number of shares of

 Common Stock to be Sold

 Pursuant to this Prospectus	Number of shares of

 Common Stock Owned

 After Offering


 






    B-1


     


    

 


Annex C


 


PHONEBRASIL INTERNATIONAL,
INC.


 


Selling Stockholder Notice
and Questionnaire


 


The undersigned beneficial
owner of common stock (the “Registrable Securities”) of PhoneBrasil International, Inc., a New Jersey corporation (the
“Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the
“Commission”) a registration statement (the “Registration Statement”) for the registration and resale
under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in
accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this
document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below.
All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial
owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned beneficial
owner (the “Selling Stockholder”) of Registrable Securities hereby elects to include the Registrable Securities owned
by it in the Registration Statement.


 




    C-2


     

    

 


The undersigned hereby provides
the following information to the Company and represents and warrants that such information is accurate:


 


QUESTIONNAIRE


 


1. Name.


 


		(a)	Full Legal Name of Selling Stockholder
	 	 	 



 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:
	 	 	 



 


		(c)	Full Legal Name of Natural Control Person (which means a natural person who directly or indirectly alone
or with others has power to vote or dispose of the securities covered by this Questionnaire):
	 	 	 



 


2. Address
for Notices to Selling Stockholder:


 





	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 





 


	 	Telephone:	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	
    Contact Person:

    
	 



 


3. Broker-Dealer
Status:


 


	 	(a)	Are you a broker-dealer?
	 	 	 
	 	 	Yes  ☐	No	  ☐
	 	 	 	 	 
	 	(b)	If “yes” to Section 3(a), did you receive your Registrable Securities as compensation for investment banking services to the Company?
	 	 	 
	 	 	Yes  ☐	No	  ☐



 






    C-3


     

    

 


Note: If “no”
to Section 3(b), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
Statement.


 


	 	(c)	Are you an affiliate of a broker-dealer?
	 	 	 
	 	 	Yes  ☐	No	  ☐
	 	 	 	 	 
	 	(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Registrable Securities?
	 	 	 
	 	 	Yes  ☐	No	  ☐



 


Note: If “no”
to Section 3(d), the Commission’s staff has indicated that you should be identified as an underwriter in the Registration
Statement.


 


4. Beneficial
Ownership of Securities of the Company Owned by the Selling Stockholder.


 


Except as set forth
below in this Item 4, the undersigned is not the beneficial or registered owner of any securities of the Company other than the securities
issuable pursuant to the Purchase Agreement.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:



 


5. Relationships
with the Company:


 


Except as set forth
below, neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company (or
its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 





	 	 	 
	 	 	 
	 	 	 



 


The undersigned agrees to
promptly notify the Company of any material inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Registration Statement remains effective; provided, that the undersigned shall not be required to notify
the Company of any changes to the number of securities held or owned by the undersigned or its affiliates.


 


The undersigned represents
and warrants to the Company that it is familiar with and understands Regulation M under the Securities Exchange Act of 1934 and agrees
to abide by the provisions of Regulation M during any time Regulation M applies to the undersigned via the Registrable Securities. By
signing below, the undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 5 and
the inclusion of such information in the Registration Statement and the related prospectus and any amendments
or supplements thereto. The undersigned understands that such information will be relied upon by the Company in connection with
the preparation or amendment of the Registration Statement and the related prospectus and any amendments or supplements thereto.


 






    C-4


     

    

 


IN WITNESS WHEREOF the undersigned,
by authority duly given, has caused this Selling Stockholder Notice and Questionnaire to be executed and delivered either in person or
by its duly authorized agent.


 


	Date:                                       	 	Beneficial Owner:                                       
	 	 	 
	 	 	By:	 
	 	 	 	Name:          
	 	 	 	Title:



 


PLEASE FAX A COPY (OR EMAIL
A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE TO:


 


 


C-5