REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
"Agreement"), is made and entered into as of March 11, 2014, by and among Net Talk.com, Inc., a Delaware corporation
(the "Company"), and Telestrata LLC, a Colorado limited liability company ("Investor").


 


WHEREAS, the Company and the Investor are
parties to a Restricted Stock and Warrant Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"),
pursuant to which the Investor is purchasing 19,677,261 shares of Common Stock (as defined below) of the Company, and a Warrant
for a number of shares of Common Stock of the Company equal to twenty percent (20%) of the issued and outstanding shares of Common
Stock on the date such Warrant is exercised; and


 


WHEREAS, in connection with the consummation
of the transactions contemplated by the Purchase Agreement, and pursuant to the terms of the Purchase Agreement, the parties desire
to enter into this Agreement in order to grant certain registration rights to the Investor as set forth below.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual and dependent covenants hereinafter set forth, the parties agree as follows:


 


1.          Defined
Terms. As used in this Agreement, the following terms shall have the following meanings:


 


"Affiliate" of a Person
means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under
common control with, such Person. The term "control" (including the terms "controlled by" and "under common
control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


"Agreement" has the
meaning set forth in the preamble.


 


"Board" means the
board of directors of the Company (and any successor governing body of the Company or any successor of the Company).


 


"Commission" means
the Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the
time.


 


"Common Stock" means
the common stock, par value $0.001 per share, of the Company and any other common equity securities issued by the Company, and
any other shares of stock issued or issuable with respect thereto (whether by way of a stock dividend or stock split or in exchange
for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization,
merger, consolidation or other corporate reorganization).


 




    	 



    	 



    

  


"Company" has the
meaning set forth in the preamble and includes the Company's successors by merger, acquisition, reorganization or otherwise.


 


"Demand Registration" has
the meaning set forth in Section 2(b).


 


“Exercise Shares” means
the shares of the Company’s Common Stock issuable upon exercise of the Warrant.


 


"Exchange Act" means
the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations thereunder, which
shall be in effect from time to time.


 


"Governmental Authority" means
any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government
or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any
arbitrator, court or tribunal of competent jurisdiction.


 


"Investor" has the
meaning set forth in the preamble.


 


"Long Form Registration" has
the meaning set forth in Section 2(a).


 


"Person" means an
individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


"Piggyback Registration" has
the meaning set forth in Section 3(a).


 


"Prospectus" means
the prospectus or prospectuses included in any Registration Statement, 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 such Registration Statement and
by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by
reference in such prospectus or prospectuses.


 


"Purchase Agreement" has
the meaning set forth in the recitals.


  




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"Registrable Securities" means
(a) any shares of Common Stock held by the Investor or issuable upon conversion, exercise or exchange of any securities owned by
the Investor at any time, and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection
(a) above by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation
or other reorganization (it being understood that for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable
Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or
not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when (i) a Registration Statement covering such securities has been declared effective by the Commission
and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under
circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities
Act are met, (iii) such securities are otherwise transferred and such securities may be resold without subsequent registration
under the Securities Act, or (iv) such securities shall have ceased to be outstanding.]



 


"Registration Statement" means
any registration statement of the Company which covers any of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits
and all materials incorporated by reference in such Registration Statement.


 


"Rule 144" means Rule
144 promulgated under the Securities Act or any successor rule thereto or any complementary rule thereto (such as Rule 144A).


 


"Securities Act" means
the Securities Act of 1933, as amended, or any successor federal statute, and the rules and regulations thereunder, which shall
be in effect from time to time.


 


"Selling Expenses" means
all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and
fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of
counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 6.


 


"Short-Form Registrations" has
the meaning set forth in Section 2(b).


 


“Warrant” has the meaning
set forth in the recitals.


 


2.          Demand
Registration.


 


(a)          At
any time after 18 months after the date of this Agreement, holders of a majority of the Registrable Securities then outstanding
may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any successor
form thereto (each a "Long-Form Registration"). Each request for a Long-Form Registration shall specify the approximate
number of Registrable Securities required to be registered. Upon receipt of such request, the Company shall promptly (but in no
event later than ten (10) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities
who shall then have ten (10) days from the date such notice is given to notify the Company in writing of their desire to be included
in such registration. The Company shall cause a Registration Statement on Form S-1 (or any successor form) to be filed within forty-five
days after the date on which the initial request is given and shall use its best efforts to cause such Registration Statement to
be declared effective by the Commission as soon as practicable thereafter. The Company shall not be required to effect a Long-Form
Registration more than three times for the holders of Registrable Securities as a group; provided, that a Registration Statement
shall not count as a Long-Form Registration requested under Section 2(a) unless and until it has become effective and the
holders requesting such registration are able to register and sell at least 90% of the Registrable Securities requested to be included
in such registration.


 




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(b)          The
Company shall use its best efforts to qualify and remain qualified to register securities under the Securities Act pursuant to
a Registration Statement on Form S-3 or any successor form thereto. At such time as the Company shall have qualified for the use
of a Registration Statement on Form S-3, the holders of Registrable Securities shall have the right to request an unlimited number
of registrations of their Registrable Securities on Form S-3 or any similar short-form registration (each a "Short-Form
Registration" and, together with each Long-Form Registration, a "Demand Registration"). Each request
for a Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered. Upon receipt
of any such request, the Company shall promptly (but in no event later than ten days following receipt thereof) deliver notice
of such request to all other holders of Registrable Securities who shall then have ten days from the date such notice is given
to notify the Company in writing of their desire to be included in such registration. The Company shall cause a Registration Statement
on Form S-3 (or any successor form) to be filed within 30 days after the date on which the initial request is given and shall use
its best efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable thereafter.


 


(c)          The
Company shall not be obligated to effect any Long Form Registration within 90 days after the effective date of a previous Long-Form
Registration or a previous Piggyback Registration in which holders of Registrable Securities were permitted to register, and actually
sold, all of the shares of Registrable Securities requested to be included therein. The Company may postpone for up to 45 days
the filing or effectiveness of a Registration Statement for a Demand Registration if the Company's Board determines in its reasonable
good faith judgment that such Demand Registration would (i) materially interfere with a significant acquisition, corporate organization
or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company
has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements
under the Securities Act or Exchange Act; provided, that in such event the holders of a majority of the Registrable Securities
initiating such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration
shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all registration expenses in connection
with such registration. The Company may delay a Demand Registration hereunder only once in any period of twelve consecutive months.


 




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(d)          If
the holders of the Registrable Securities initially requesting a Demand Registration elect to distribute the Registrable Securities
covered by their request in an underwritten offering, they shall so advise the Company as a part of their request made pursuant
to Section 2(a) or Section 2(b), and the Company shall include such information in its notice to the other holders
of Registrable Securities. The holders of a majority of the Registrable Securities initially requesting the Demand Registration
shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.


 


(e)          The
Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written
consent of the holders of a majority of the Registrable Securities initially requesting such registration, which consent shall
not be unreasonably withheld or delayed. If a Demand Registration involves an underwritten offering and the managing underwriter
of the requested Demand Registration advises the Company and the holders of Registrable Securities in writing that in its opinion
the number of shares of Common Stock proposed to be included in the Demand Registration, including all Registrable Securities and
all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common
Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such
registration would adversely affect the price per share of the Registrable Securities proposed to be sold in such underwritten
offering, the Company shall include in such Demand Registration (i) first, the number of shares of Common Stock that the holders
of Registrable Securities propose to sell, and (ii) second, the number of shares of Common Stock proposed to be included therein
by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common
Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all
of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included
in such offering shall be allocated pro rata among the respective holders thereof on the basis of the number of Registrable Securities
owned by each such holder.


 



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3.          Piggyback
Registration.


 


(a)          Whenever
the Company proposes to register any shares of its Common Stock under the Securities Act (other than a registration effected solely
to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable, or a Registration
Statement on Form S-4, S-8 or any successor form thereto or another form not available for registering the Registrable Securities
for sale to the public), whether for its own account or for the account of one or more stockholders of the Company and the form
of Registration Statement to be used may be used for any registration of Registrable Securities (a "Piggyback Registration"),
the Company shall give prompt written notice (in any event no later than thirty (30) days prior to the filing of such Registration
Statement) to the holders of Registrable Securities of its intention to effect such a registration and, subject to Section 3(b)
and Section 3(c), shall include in such registration all Registrable Securities with respect to which the Company has received
written requests for inclusion from the holders of Registrable Securities within fifteen (15) days after the Company's notice has
been given to each such holder. A Piggyback Registration shall not be considered a Demand Registration for purposes of Section
2 of this Agreement.


   


(b)          If
a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter
advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include
Registrable Securities in such Piggyback Registration) in writing that in its opinion the number of shares of Common Stock proposed
to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed to be included
in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or that the
number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per share of
the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of shares of
Common Stock that the Company proposes to sell; (ii) second, the number of shares of Common Stock requested to be included therein
by holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities
owned by each such holder or in such manner as they may otherwise agree; and (iii) third, the number of shares of Common Stock
requested to be included therein by holders of Common Stock (other than holders of Registrable Securities), allocated among such
holders in such manner as they may agree; provided, that in any event the holders of Registrable Securities shall be entitled
to register at least 30% of the securities to be included in any such registration.


 


(c)          If
a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable
Securities, and the managing underwriter advises the Company in writing that in its opinion the number of shares of Common Stock
proposed to be included in such registration, including all Registrable Securities and all other shares of Common Stock proposed
to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such offering and/or
that the number of shares of Common Stock proposed to be included in any such registration would adversely affect the price per
share of the Common Stock to be sold in such offering, the Company shall include in such registration (i) first, the number of
shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the holders of Registrable
Securities, allocated pro rata among such holders on the basis of the number of shares of Common Stock (on a fully diluted, as
converted basis) and the number of Registrable Securities, as applicable, owned by all such holders or in such manner as they may
otherwise agree; and (ii) second, the number of shares of Common Stock requested to be included therein by other holders of Common
Stock, allocated among such holders in such manner as they may agree.


 




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(d)          If
any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select the
investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.


 


4.          Lock-up
Agreement. Each holder of Registrable Securities agrees that in connection with any public offering of the Company's Common
Stock or other equity securities, and upon the request of the managing underwriter in such offering, such holder shall not, without
the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration
and ending on the date specified by such managing underwriter (such period not to exceed 90 days), (a) offer, pledge, sell, contract
to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or
otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or
exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering,
or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 4 shall not apply
to sales of Registrable Securities to be included in such offering pursuant to Section 2(a), Section 2(b) or Section
3(a), and shall be applicable to the holders of Registrable Securities only if all officers and directors of the Company and
all stockholders owning more than 5% of the Company's outstanding Common Stock are subject to the same restrictions. Each holder
of Registrable Securities agrees to execute and deliver such other agreements as may be reasonably requested by the Company or
the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding
anything to the contrary contained in this Section 4, each holder of Registrable Securities shall be released, pro rata,
from any lock-up agreement entered into pursuant to this Section 4 in the event and to the extent that the managing underwriter
or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer,
director or holder of greater than 5% of the outstanding Common Stock.


 



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5.          Registration
Procedures. If and whenever the holders of Registrable Securities request that any Registrable Securities be registered pursuant
to the provisions of this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable
Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as reasonably
practicable:


 


(a)          subject
to Section 2(a) and Section 2(b), prepare and file with the Commission a Registration Statement with respect to such
Registrable Securities and use its best efforts to cause such Registration Statement to become effective;


 


(b)          prepare
and file with the Commission such amendments, post-effective amendments and supplements to such Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective until all of such Registrable
Securities have been disposed of and to comply with the provisions of the Securities Act with respect to the disposition of such
Registrable Securities in accordance with the intended methods of disposition set forth in such Registration Statement;


 


(c)          within
a reasonable time before filing such Registration Statement, Prospectus or amendments or supplements thereto, furnish to one counsel
selected by holders of a majority of such Registrable Securities copies of such documents proposed to be filed, which documents
shall be subject to the review, comment and approval of such counsel;


 


(d)          notify
each selling holder of Registrable Securities, promptly after the Company receives notice thereof, of the time when such Registration
Statement has been declared effective or a supplement to any Prospectus forming a part of such Registration Statement has been
filed;


 


(e)          furnish
to each selling holder of Registrable Securities such number of copies of the Prospectus included in such Registration Statement
(including each preliminary Prospectus) and any supplement thereto (in each case including all exhibits and documents incorporated
by reference therein) and such other documents as such seller may reasonably request in order to facilitate the disposition of
the Registrable Securities owned by such seller;


 


(f)          use
its best efforts to register or qualify such Registrable Securities under such other securities or "blue sky" laws of
such jurisdictions as any selling holder reasonably requests and do any and all other acts and things which may be reasonably necessary
or advisable to enable such holders to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such holders; provided, that the Company shall not be required to qualify generally to do business, subject itself to general
taxation or consent to general service of process in any jurisdiction where it would not otherwise be required to do so but for
this Section 5(f);


 






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(g)          notify
each selling holder of such Registrable Securities, at any time when a Prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement
contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and,
at the request of any such holder, the Company shall prepare a supplement or amendment to such Prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such Prospectus shall not contain an untrue statement of a material
fact or omit to state any fact necessary to make the statements therein not misleading;


 


(h)          make
available for inspection by any selling holder of Registrable Securities, any underwriter participating in any disposition pursuant
to such Registration Statement and any attorney, accountant or other agent retained by any such holder or underwriter (collectively,
the "Inspectors"), all financial and other records, pertinent corporate documents and properties of the Company
(collectively, the "Records"), and cause the Company's officers, directors and employees to supply all information
reasonably requested by any such Inspector in connection with such Registration Statement;


 


(i)          provide
a transfer agent and registrar (which may be the same entity) for all such Registrable Securities not later than the effective
date of such registration;


 


(j)          use
its reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which the Common Stock
is then listed or, if the Common Stock is not then listed, on a national securities exchange selected by the holders of a majority
of such Registrable Securities;


 


(k)          in
connection with an underwritten offering, enter into such customary agreements (including underwriting and lock-up agreements in
customary form) and take all such other customary actions as the holders of such Registrable Securities or the managing underwriter
of such offering reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including,
without limitation, making appropriate officers of the Company available to participate in "road show" and other customary
marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Securities);


 


(l)          otherwise
use its reasonable best efforts to comply with all applicable rules and regulations of the Commission and make available to its
stockholders an earnings statement (in a form that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158
thereunder) no later than forty-five (45) days after the end of the 12-month period beginning with the first day of the Company's
first full fiscal quarter after the effective date of such Registration Statement, which earnings statement shall cover said 12-month
period, and which requirement will be deemed to be satisfied if the Company timely files complete and accurate information on Forms
10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule 158 under the Securities Act; and


 




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(m)          furnish
to each selling holder of Registrable Securities and each underwriter, if any, with (i) a legal opinion of the Company's outside
counsel, dated the effective date of such Registration Statement (and, if such registration includes an underwritten public offering,
dated the date of the closing under the underwriting agreement), in form and substance as is customarily given in opinions of the
Company's counsel to underwriters in underwritten public offerings; and (ii) a "comfort" letter signed by the Company's
independent certified public accountants in form and substance as is customarily given in accountants' letters to underwriters
in underwritten public offerings;


 


(n)          without
limiting Section 5(f) above, use its best efforts to cause such Registrable Securities to be registered with or approved
by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company
to enable the holders of such Registrable Securities to consummate the disposition of such Registrable Securities in accordance
with their intended method of distribution thereof;


 


(o)          notify
the holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such Registration
Statement or Prospectus or for additional information;


 


(p)          advise
the holders of Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any
proceeding for such purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal
at the earliest possible moment if such stop order should be issued;


 


(q)          permit
any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or
a controlling person of the Company, to participate in the preparation of such Registration Statement and to require the insertion
therein of language, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel should
be included;


 


(r)          otherwise
use its reasonable best efforts to take all other steps necessary to effect the registration of such Registrable Securities contemplated
hereby.


 






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6.          Expenses.
All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement
and in connection with the registration and disposition of Registrable Securities, including, without limitation, all registration
and filing fees, underwriting expenses (other than fees, commissions or discounts), expenses of any audits incident to or required
by any such registration, fees and expenses of complying with securities and "blue sky" laws, printing expenses, fees
and expenses of the Company's counsel and accountants and reasonable fees and expenses of one counsel for the holders of Registrable
Securities participating in such registration as a group (selected by, in the case of a registration under Section 2(a),
the holders of a majority of the Registrable Securities initially requesting such registration, and, in the case of all other registrations
hereunder, the holders of a majority of the Registrable Securities included in the registration), shall be paid by the Company.
All Selling Expenses relating to Registrable Securities registered pursuant to this Agreement shall be borne and paid by the holders
of such Registrable Securities, in proportion to the number of Registrable Securities registered for each such holder.


 


7.          Indemnification.


 


(a)          The
Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such
holder's officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person
acting on behalf of such holder of Registrable Securities and each other Person, if any, who controls any of the foregoing Persons
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, actions,
damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities
Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon any
untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus,
free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, or any violation or alleged violation by the Company of the Securities Act or any other similar federal or state
securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required
of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any
legal or other expenses reasonably incurred by any of them in connection with investigating or defending any such loss, claim,
action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the
Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the Registration Statement, Prospectus,
free-writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number
of copies of the same prior to any written confirmation of the sale of Registrable Securities.


 




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(b)          In
connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the
Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting
on behalf of the holders of Registrable Securities and each Person who controls any of the foregoing Persons within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, actions, damages, liabilities
or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus,
preliminary Prospectus, free writing prospectus (as defined in Rule 405 promulgated under the Securities Act) or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any
information or affidavit so furnished in writing by such holder; provided, that the obligation to indemnify shall be several,
not joint and several, for each holder and shall be limited to the net proceeds (after underwriting fees, commissions or discounts)
actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement.


 


(c)          Promptly
after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section
7, such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to
the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such
action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying
party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action
is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of
the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying
party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after
written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying
party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with
the defense thereof; provided, that if (i) any indemnified party shall have reasonably concluded that there may be one or
more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to
the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the
indemnity provided hereunder, or (ii) such action seeks an injunction or equitable relief against any indemnified party or involves
actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf
of such indemnified party without such indemnified party's prior written consent (but, without such consent, shall have the right
to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Person
controlling such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which
is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to,
or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel
for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified
party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by
the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party.


 




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(d)          If
the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such
loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in
such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided, that the
maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities,
to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from
the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of
the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying
party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto
were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations
referred to herein. No Person guilty or liable of fraudulent misrepresentation shall be entitled to contribution from any Person.


 



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8.          Participation
in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person
(a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons
entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that no
holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties
to the Company or the underwriters (other than representations and warranties regarding such holder, such holder's ownership of
its shares of Common Stock to be sold in the offering and such holder's intended method of distribution) or to undertake any indemnification
obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 7.


   


9.          Rule
144 Compliance. With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the
Securities Act and any other rule or regulation of the Commission that may at any time permit a holder to sell securities of the
Company to the public without registration or pursuant to a registration on Form S-3 (or any successor form), the Company shall:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times
after the Registration Date;


 


(b)          use
best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Securities
Act and the Exchange Act, at any time after the Company has become subject to such reporting requirements; and


 


(c)          furnish
to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company as to
its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Securities Act and the Exchange
Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished
by the Company as such holder may reasonably request in connection with the sale of Registrable Securities without registration.


 


10.         Preservation
of Rights. The Company shall not (a) grant any registration rights to third parties which are more favorable than or inconsistent
with the rights granted hereunder, or (b) enter into any agreement, take any action, or permit any change to occur, with respect
to its securities that violates or subordinates the rights expressly granted to the holders of Registrable Securities in this Agreement.


 


11.         Termination.
This Agreement shall terminate and be of no further force or effect when there shall no longer be any Registrable Securities outstanding;
provided, that the provisions of Section 6 and Section 7 shall survive any such termination.


 



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12.         Notices.
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed
to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent
by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent
after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below
(or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).


  


	If to the Company:	
        1080 N.W. 163rd Drive

        North Miami, Florida 33169

         

        E-mail: takis@nettalk.com

         

        Attention:Chairman



 


If to any Investor, to such Investor's address as set forth
on the signature page hereto.


 


13.         Entire
Agreement. This Agreement, together with the Purchase Agreement and any related exhibits and schedules thereto, constitutes
the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes
all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Notwithstanding
the foregoing, in the event of any conflict between the terms and provisions of this Agreement and those of the Purchase Agreement,
the terms and conditions of this Agreement shall control.


 


14.         Successor
and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Each Investor may assign its rights hereunder to any purchaser or transferee of Registrable Securities;
provided, that such purchaser or transferee shall, as a condition to the effectiveness of such assignment, be required to
execute a counterpart to this Agreement agreeing to be treated as an Investor whereupon such purchaser or transferee shall have
the benefits of, and shall be subject to the restrictions contained in, this Agreement as if such purchaser or transferee was originally
included in the definition of an Investor herein and had originally been a party hereto.


 



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15.         No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable
right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement.


 


16.         Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


17.         Amendment,
Modification and Waiver. The provisions of this Agreement may only be amended, modified, supplemented or waived with the prior
written consent of the Company and the holders of a majority of the Registrable Securities. No waiver by any party or parties shall
operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver,
whether of a similar or different character, and whether occurring before or after that waiver. Except as otherwise set forth in
this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


  


18.         Severability.
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality
or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term
or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable,
the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally
contemplated to the greatest extent possible.


 


19.         Remedies.
Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. The Company acknowledges that monetary
damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement
and the Company hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.


 


20.         Governing
Law; Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of
the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York
or any other jurisdiction). Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions
contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of Florida in each
case located in the city of Miami and County of Miami-Dade, and each party irrevocably submits to the exclusive jurisdiction of
such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by mail to such party's
address set forth herein shall be effective service of process for any suit, action or other proceeding brought in any such court.
The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or any proceeding in
such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought
in any such court has been brought in an inconvenient forum.


 



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21.         Waiver
of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to
a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly
or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action, (b) such party
has considered the implications of this waiver, (c) such party makes this waiver voluntarily, and (d) such party has been induced
to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 21.


   


22.         Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed
to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 




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


 


	 	Net Talk.com, Inc.
	 	By	/s/Anastasios Kyriakides
	 	 
	 	Name: ANASTASIOS KYRIAKIDES
	 	Title: CEO


 


	 	Telestrata LLC
	 	By	/s/Nadir Aljazrawi
	 	 
	 	Name: NADIR ALJAZRAWI
	 	Title: PRESIDENT
	 	Address: 2060 Broadway, Suite 200
	 	  Boulder, Colorado 80302


 





[Signature Page NTLK Registration Rights
Agreement]