Exhibit 10.10
    

    
      FOURTH AMENDMENT
    

    
      TO THE ARTICLES OF INCORPORATION OF NET TALK.COM, INC.
    

    
      

      


    

    
       The undersigned, President of NET TALK.COM, INC., a corporation
      organized and existing under the laws of the State of Florida (the
      "Company") does hereby certify that:
    

    
      

      

      1.         The name of the Company is NET TALK.COM, INC.
    

    
       2.       Pursuant to the authority contained in Article IV of the
      Articles of Incorporation of the Company, as amended, and in accordance
      with the provisions of Section 607.0602 of the Business Corporation Act
      of the State of Florida (the "BCA"), the Board of Directors of the
      Company duly adopted the following Resolution on February 22, 2010
      creating a series of Class A Preferred Stock designated as “Series A
      Convertible Preferred Stock”: 
    

    
                RESOLVED, that pursuant to the authority granted to and vested
      in the Board of Directors of the Corporation in accordance with the
      provisions of the Articles of Incorporation, as amended, of the
      Corporation, the Board hereby provides for the issue of a series of
      Preferred Stock, par value $.001 per share, to be designated Series A
      Convertible Preferred Stock of the Corporation (the “Series A
      Preferred Stock”), consisting of Five Hundred (500) shares, and
      hereby fixes such designation and number of shares, and the powers,
      preferences and relative, participating, optional or other rights, and
      the qualifications, limitations and restrictions thereof as set forth
      below, and that the officers of the Corporation, and each acting singly,
      are hereby authorized, empowered and directed to file with the Secretary
      of State of the State of Florida a Certificate of Designation,
      Preferences, and Rights of the Series A Convertible Preferred Stock (the
      “Certificate”), as such officer or officers shall deem
      necessary or advisable to carry out the purposes of this Resolution.
    

    
                The preferences, privileges and restrictions granted to or
      imposed upon the Corporation’s Series A Preferred Stock, or the holders
      thereof, are as follows:
    

    
      1.  Designation.  This series shall be designated as
      Series A Convertible Preferred Stock (the “Series A Preferred
      Stock”), to consist of Five Hundred (500) shares, par value $.001
      per share, with a mandatory redemption date of June 30, 2011 (the “Maturity
      Date”).  
    

    
      2.  Rank.  The Series A Preferred Stock shall rank (i)
      prior to the Corporation’s common stock, par value $.001 per share (the “Common
      Stock”); (ii) prior to any class or series of capital stock of the
      Corporation hereafter created that does not, by its terms, rank senior
      to or pari passu with the Series A Preferred Stock (each security
      described in (i) through (ii), a “Junior Security” and
      collectively, the “Junior Securities”); (iii) pari passu
      with any class or series of capital stock of the Corporation hereafter
      created that, by its terms, ranks on parity with the Series A Preferred
      Stock (the “Pari Passu Securities”); and (iv) junior to any
      class or series of capital stock of the Corporation hereafter created
      that, by its terms, ranks senior to the Series A Preferred Stock
      (collectively, the “Senior Securities”), in each case as to
      distribution of assets upon liquidation, dissolution or winding up of
      the Corporation, whether voluntary or involuntary and payment of
      dividends on shares of equity securities.  For purposes of this
      Certificate of Designation, “Issuance Date” means, with
      respect to any share of the Corporation’s capital stock, the date such
      share was originally issued by the Corporation.  The Issuance Date shall
      be deemed to be the date on which the Corporation initially issues a
      share regardless of the number of transfers of such share recorded on
      the stock records maintained by or for the Corporation and regardless of
      the number of certificates which may be issued to evidence such share.
    

    

    

    
      
        

        

      

      
        

        

        
          


        

      

      
        

        

      

    

    
      3.  Stated Value.  The stated value of the Series A
      Preferred Stock shall be Ten Thousand Dollars ($10,000) per share (the “Stated
      Value”).
    

    
      4.  Cumulative Preferred Dividends.  
    

    
         4.1  Before any dividends shall be paid or set aside for payment on
      any Junior Security of the Corporation, each holder of the Series A
      Preferred Stock (each a “Holder” and collectively, the “Holders”)
      shall be entitled to receive cash dividends payable on the Stated Value
      of the Series A Preferred Stock at a rate of 12% per annum, which shall
      be cumulative, accrue daily from the Issuance Date and be due and
      payable on the last day of each calendar quarter of each year (each a “Dividend
      Date”). Such dividends shall accrue whether or not declared.  If a
      Dividend Date is not a business day, then the dividend shall be due and
      payable on the business day immediately following such Dividend Date.  
    

    
         4.2  Dividends shall be payable to holders of record, as they appear
      on the stock books of the Corporation on such record dates as may be
      declared by the Board of Directors, not more than sixty (60) days, nor
      less than ten (10) days preceding the payment dates of such
      dividends.  If the dividend on the Series A Preferred Stock shall not
      have been paid or set apart in full for the Series A Preferred Stock
      when payable, the aggregate deficiency shall be cumulative and shall be
      fully paid or set apart for payment before any dividends shall be paid
      upon or set apart for, or any other distributions paid made on, or any
      payments made on account of the purchase, redemption or retirement of,
      the Common Stock or any other Junior Security.  When dividends are not
      paid in full upon the shares or fractions of a share of Series A
      Preferred Stock and any other Pari Passu Security, all dividends
      declared upon this series and any other Pari Passu Security shall be
      declared, pro rata, so that the amount of dividends declared per share
      or fraction of a share on this Series A Preferred Stock and such other
      Pari Passu Security shall in all cases bear to each other the same rates
      that accrued dividends per share on the shares of Series A Preferred
      Stock and such other Pari Passu Security bear to each other.
    

    

    

    
      
        

        

      

      
        
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      5.  Liquidation Rights.  In the event of any
      liquidation, dissolution or winding up of the affairs of the
      Corporation, whether voluntary or involuntary (each of which is
      hereinafter referred to as a “Liquidation Event”), and
      before any distribution shall be made to the holders of any shares of
      any Junior Security of the Corporation, the holders of shares of Series
      A Preferred Stock then outstanding shall be entitled to be paid out of
      the assets of the Corporation available for distribution to its
      stockholders an amount per share equal to the Stated Value of the Series
      A Preferred Stock plus the aggregate amount of accumulated but unpaid
      dividends on each share of Series A Preferred Stock.  If, upon a
      Liquidation Event, the assets of the Corporation, or proceeds thereof,
      to be distributed among the holders of the Series A Preferred Stock are
      insufficient to permit payment in full to such Holders of the aggregate
      amount that they are entitled to be paid by their terms, then the entire
      assets, or proceeds thereof, available to be distributed to the
      corporation’s stockholders shall be distributed to the holders of the
      Series A Preferred Stock ratably in accordance with the respective
      amounts that would be payable on such shares if all amounts payable
      thereon were paid in full. Prior to the Liquidation Event, the
      corporation shall declare for payment all accrued and unpaid dividends
      with respect to the Series A Preferred Stock but only to the extent of
      funds of the Corporation legally available for the payment of
      dividends.  For the purpose of this Section 5, a consolidation or merger
      of the Corporation with any other corporation, or the sale, transfer or
      lease of all or substantially all of its assets, shall not constitute or
      be deemed a Liquidation Event.
    

    
      6.  Voting Rights.  
    

    
         6.1  Except as otherwise required by law, the Holders of shares of
      Series A Preferred Stock shall be entitled to vote on all matters
      submitted to a vote of the shareholders of the Corporation and shall
      have such number of votes equal to the number of shares of Common Stock
      into which such Holders’ shares of Series A Preferred Stock are
      convertible pursuant to the provisions hereof and subject to the
      limitations on conversion contained herein, at the record date for the
      determination of shareholders entitled to vote on such matters or, if no
      such record date is established, at the date such vote is taken or any
      written consent of shareholders is solicited. Except as otherwise
      required by law, the holders of shares of Series A Preferred Stock and
      Common Stock shall vote together as a single class, and not as separate
      classes.
    

    
         6.2  In the event that the Holders of the Series A Preferred Stock
      are required to vote separately as a class, the affirmative vote of
      holders of a majority of the outstanding shares of Series A Preferred
      Stock shall be required to approve each such matter to be voted upon,
      and if any matter is approved by such requisite percentage of holders of
      Series A Preferred Stock, such matter shall bind all Holders of Series A
      Preferred Stock.
    

    
      7.  Conversion Rights.
    

    
         7.1  Conversion.  Each share of
      Series A Preferred Stock shall be convertible at the option of the
      Holder into that number of shares of Common Stock of the Corporation
      equal to (a) the Stated Value of such share of Series A Preferred Stock
      divided by (b) an initial per share price of the Common Stock of $0.25
      per share (the “Conversion Price”).   A Holder may effect a conversion
      of its shares of Series A Preferred Stock into shares of Common Stock
      (the “Conversion Shares”) under this Section 7.1 at any time. The
      initial Conversion Price is subject to adjustment as hereinafter
      provided, at any time or from time to time upon the terms and in the
      manner herein after set forth in Paragraph 7.3.
    

    

    

    
      
        

        

      

      
        
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         7.2  Conversion Procedures.  
    

    
             (a)  In order to convert any share of Series A Preferred Stock
      into Common Stock, the holder thereof shall (i) surrender the
      certificate or certificates for such shares of Series A Preferred Stock,
      duly endorsed to the Corporation or in blank, to the Corporation at its
      principal office or at the office of the transfer agent maintained for
      such purposes, (ii) give written notice to the Corporation at such
      office that such Holder elects to convert such shares of Series A
      Preferred Stock, (the “Conversion Notice”) and (iii) state
      in writing therein the name or names in which such holder wishes the
      certificate or certificates for shares of Common Stock to be
      issued.  Each conversion shall be deemed to have been effected at the
      close of business on the date on which the Corporation or such transfer
      agent shall have received such surrendered Series A Preferred Stock
      certificate(s), and the person or persons in whose name or names any
      certificate or certificates for shares of Common Stock shall be issuable
      upon such conversion shall be deemed to have become the record holder or
      holders of the shares represented thereby on such date (the “Conversion
      Date”).  No fractional shares or scrip representing fractional
      shares will be issued upon any conversion, but an adjustment in cash
      will be made, in respect of any fraction of a share which would
      otherwise be issuable upon the conversion of the Series A Preferred
      Stock.
    

    
             (b)  Upon receipt by the Corporation of copy of a Conversion
      Notice, , the Corporation shall (i) as soon as practicable, but in any
      event within one (1) Trading Day after receipt of such Conversion
      Notice, send, via facsimile, a confirmation of receipt of such
      Conversion Notice to such Holder and the Corporation’s transfer agent,
      which confirmation shall constitute an instruction to the transfer agent
      to process such Conversion Notice in accordance with the terms herein.
      Not later than three (3) Trading Days after any Conversion Date (the “Delivery
      Date”), the Corporation or its designated transfer agent, as
      applicable, shall (A) issue and deliver to the address as specified in
      the Conversion Notice, a certificate, registered in the name of the
      holder or its designee, for the number of shares of Common Stock to
      which the holder shall be entitled, or (B) provided the transfer agent
      is participating in The Depository Trust Corporation (“DTC”)
      Fast Automated Securities Transfer Program, upon the request of the
      Holder, credit such aggregate number of shares of Common Stock to which
      the Holder shall be entitled to the Holder’s or its designee’s balance
      account with DTC through its Deposit Withdrawal Agent Commission
      system.  If the number of shares of Series A Preferred Stock represented
      by the Series A Preferred Stock Certificate(s) submitted for conversion,
      is greater than the number of shares of Series A Preferred Stock being
      converted, then the Corporation shall, as soon as practicable and in no
      event later than three (3) Trading Days after receipt of the Series
      Preferred Stock Certificate(s) (the “Preferred Stock Delivery
      Date”) and at its own expense, issue and deliver to the holder a new
      Series A Preferred Stock Certificate representing the number of shares
      of Series A Preferred Stock not converted.  If in the case of any
      Conversion Notice such certificate or certificates are not delivered to
      or as directed by the applicable Holder by the Delivery Date, the Holder
      shall be entitled by written notice to the Corporation at any time on or
      before its receipt of such certificate or certificates thereafter, to
      rescind such conversion, in which event the Corporation shall
      immediately return the Series A Preferred Stock Certificate(s) tendered
      for conversion, whereupon the Corporation and the Holder shall each be
      restored to their respective positions immediately prior to the delivery
      of such notice of revocation, except that any amounts described in
      Sections 7.2(d) and (e) shall be payable through the date notice of
      rescission is given to the Corporation.
    

    

    

    
      
        

        

      

      
        
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             (c)  The Corporation’s obligations to issue and deliver the
      Conversion Shares upon conversion of Series A Preferred Stock in
      accordance with the terms hereof are absolute and unconditional,
      irrespective of any action or inaction by the Holder to enforce the
      same, any waiver or consent with respect to any provision hereof, the
      recovery of any judgment against any Person or any action to enforce the
      same, or any setoff, counterclaim, recoupment, limitation or
      termination, or any breach or alleged breach by the Holder or any other
      Person of any obligation to the Corporation or any violation or alleged
      violation of law by the Holder or any other Person, and irrespective of
      any other circumstance which might otherwise limit such obligation of
      the Corporation to the Holder in connection with the issuance of such
      Conversion Shares; provided, however, that such delivery
      shall not operate as a waiver by the Corporation of any such action the
      Corporation may have against the Holder.  In the event the Holder of
      shares of Series A Preferred Stock shall elect to convert any or all of
      the outstanding principal amount hereof, the Corporation may not refuse
      conversion based on any claim that the Holder or anyone associated or
      affiliated with the Holder has been engaged in any violation of law,
      agreement or for any other reason, unless an injunction from a court, on
      notice to Holder, restraining and or enjoining conversion of all or part
      of shares of Series A Preferred Stock shall have been sought and
      obtained, and the Corporation posts a surety bond for the benefit of the
      Holder in the amount of 150% of the Stated Value of the shares of Series
      A Preferred Stock, which is subject to the injunction, which bond shall
      remain in effect until the completion of arbitration/litigation of the
      underlying dispute and the proceeds of which shall be payable to such
      Holder to the extent it obtains judgment.  In the absence of such
      injunction, the Corporation shall issue Conversion Shares.
    

    

    

    
      
        

        

      

      
        
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             (d)  The Corporation understands that a delay in the delivery of
      the shares of Common Stock upon conversion of Series A Preferred Stock
      beyond the Delivery Date could result in economic loss to the
      Holder.  If the Corporation fails to deliver to the Holder such shares
      via DWAC or a certificate or certificates pursuant to this Section by
      the Delivery Date, the Corporation shall pay to the Holder, in cash, as
      partial liquidated damages and not as a penalty, for each $1,000 of
      Stated Value of Series A Preferred Stock to be converted  (based on the
      Stated Value), $10 per Trading Day (increasing to $20 per Trading Day
      ten (10) Trading Days after such damages have begun to accrue) for each
      Trading Day after the Delivery Date until such Common Stock certificate
      is delivered.  Notwithstanding the foregoing, the Holder shall not be
      entitled to the damages set forth herein for the delay in the delivery
      of the shares of Common Stock upon conversion of the Series A Preferred
      stock, if such delay is due to causes which are beyond the reasonable
      control of the Corporation, including, but not limited to, acts of God,
      acts of civil or military authority, fire, flood, earthquake, hurricane,
      riot, war, terrorism, sabotage and/or governmental action, provided that
      the Corporation: (i) gives the Holder prompt notice of each such cause;
      and (ii) uses reasonable efforts to correct such failure or delay in its
      performance.  Nothing herein shall limit a Holder’s right to pursue
      actual damages for the Corporation’s failure to deliver certificates,
      and the Holder shall have the right to pursue all remedies available to
      it at law or in equity including, without limitation, a decree of
      specific performance and/or injunctive relief. Notwithstanding anything
      to the contrary contained herein, the Holder shall be entitled to
      withdraw a Conversion Notice, and upon such withdrawal the Corporation
      shall only be obligated to pay the liquidated damages accrued in
      accordance with this Section through the date the Conversion Notice is
      withdrawn.
    

    
             (e)  In addition to any other rights available to the Holder, if
      the Corporation fails to cause its transfer agent to transmit to the
      Holder a certificate or certificates representing the shares of Common
      Stock issuable upon conversion of the Series A Preferred Stock on or
      before the Delivery Date, and if after such date the Holder is required
      by its broker to purchase (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the shares of Common Stock issuable upon conversion of the
      Series A Preferred Stock which the Holder anticipated receiving upon
      such conversion (a “Buy-In”), then the Corporation
      shall (1) pay in cash to the Holder the amount by which (x) the Holder’s
      total purchase price (including brokerage commissions, if any) for the
      shares of Common Stock so purchased exceeds (y) the amount obtained by
      multiplying (A) the number of shares of Common Stock issuable upon
      conversion of the Series A Preferred Stock that the Corporation was
      required to deliver to the Holder in connection with the conversion at
      issue times (B) the price at which the sell order giving rise to such
      purchase obligation was executed, and (2) at the option of the Holder,
      either reinstate the portion of the Series A Preferred Stock and
      equivalent number of shares of Common Stock for which such conversion
      was not honored or deliver to the Holder the number of shares of Common
      Stock that would have been issued had the Corporation timely complied
      with its conversion and delivery obligations hereunder.  For example, if
      the Holder purchases Common Stock having a total purchase price of
      $11,000 to cover a Buy-In with respect to an attempted conversion of
      shares of Common Stock with an aggregate sale price giving rise to such
      purchase obligation of $10,000, under clause (1) of the immediately
      preceding sentence the Corporation shall be required to pay the Holder
      $1,000. The Holder shall provide the Corporation written notice
      indicating the amounts payable to the Holder in respect of the Buy-In,
      together with applicable confirmations and other evidence reasonably
      requested by the Corporation.  Nothing herein shall limit a Holder’s
      right to pursue any other remedies available to it hereunder, at law or
      in equity including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Corporation’s
      failure to timely deliver certificates representing shares of Common
      Stock upon conversion of Series A Preferred Stock as required pursuant
      to the terms hereof.
    

    

    

    
      
        

        

      

      
        
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         7.3  Adjustment of Conversion Price.  The
      Conversion Price shall be subject to adjustment from time to time as
      follows:
    

    
             (a)  Adjustment
      of Conversion Price upon Issuance of Common Stock.  Except with
      respect to an Exempt Issuance (defined below) the Corporation issues or
      sells, or in accordance with this Section 7.3(a) is deemed to have
      issued or sold, any shares of Common Stock (including the issuance or
      sale of shares of Common Stock owned or held by or for the account of
      the Corporation) for a consideration per share (the “New
      Issuance Price”) less than a price (the “Applicable
      Price”) equal to the Conversion Price in effect immediately prior to
      such issue or sale (the foregoing a “Dilutive Issuance”),
      then immediately after such Dilutive Issuance, the Conversion Price then
      in effect shall be reduced to the New Issuance Price.  For purposes of
      determining the adjusted Conversion Price under this Section 7(a), the
      following shall be applicable:
    

    

    

    
      
        

        

      

      
        
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                 (i)  Issuance
      of Options.  If the Corporation in any manner grants or sells any
      Options (defined below) and the lowest price per share for which one
      share of Common Stock is issuable upon the exercise of any such Option
      or upon conversion or exchange or exercise of any Convertible Securities
      (defined below) issuable upon exercise of such Option is less than the
      Applicable Price, then all of such shares of Common Stock underlying
      such Option shall be deemed to be outstanding and to have been issued
      and sold by the Corporation at the time of the granting or sale of such
      Option for such price per share.  For purposes of this
      Section 7.3(a)(i), the “lowest price per share for which one share of
      Common Stock is issuable upon the exercise of any such Option or upon
      conversion or exchange or exercise of any Convertible Securities
      issuable upon exercise of such Option” shall be equal to the sum of the
      lowest amounts of consideration (if any) received or receivable by the
      Corporation with respect to any one share of Common Stock upon granting
      or sale of the Option, upon exercise of the Option and upon conversion
      or exchange or exercise of any Convertible Security issuable upon
      exercise of such Option.  No further adjustment of the Conversion Price
      shall be made upon the actual issuance of such share of Common Stock or
      of such Convertible Securities upon the exercise of such Options or upon
      the actual issuance of such Common Stock upon conversion or exchange or
      exercise of such Convertible Securities.
    

    
                (ii)  Issuance
      of Convertible Securities.  If the Corporation in any manner issues
      or sells any Convertible Securities and the lowest price per share for
      which one share of Common Stock is issuable upon such conversion or
      exchange or exercise thereof is less than the Applicable Price, then all
      shares of Common Stock issuable upon conversion of such Convertible
      Securities shall be deemed to be outstanding and to have been issued and
      sold by the Corporation at the time of the issuance or sale of such
      Convertible Securities for such price per share.  For the purposes of
      this Section 7.3(a)(ii), the “lowest price per share for which one share
      of Common Stock is issuable upon such conversion or exchange or
      exercise” shall be equal to the sum of the lowest amounts of
      consideration (if any) received or receivable by the Corporation with
      respect to any one share of Common Stock upon the issuance or sale of
      the Convertible Security and upon the conversion or exchange or exercise
      of such Convertible Security.  No further adjustment of the Conversion
      Price shall be made upon the actual issuance of such share of Common
      Stock upon conversion or exchange or exercise of such Convertible
      Securities, and if any such issue or sale of such Convertible Securities
      is made upon exercise of any Options for which adjustment of the
      Conversion Price had been or are to be made pursuant to other provisions
      of this Section 7(a), no further adjustment of the Conversion Price
      shall be made by reason of such issue or sale.
    

    

    

    
      
        

        

      

      
        
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               (iii)  Change
      in Option Price or Rate of Conversion.  If the purchase price
      provided for in any Options, the additional consideration, if any,
      payable upon the issue, conversion, exchange or exercise of any
      Convertible Securities, or the rate at which any Convertible Securities
      are convertible into or exchangeable or exercisable for Common Stock
      changes at any time, the Conversion Price in effect at the time of such
      change shall be adjusted to the Conversion Price which would have been
      in effect at such time had such Options or Convertible Securities
      provided for such changed purchase price, additional consideration or
      changed conversion rate, as the case may be, at the time initially
      granted, issued or sold.  For purposes of this Section 7.3(a)(iii), if
      the terms of any Option or Convertible Security that was outstanding as
      of the Subscription Date are changed in the manner described in the
      immediately preceding sentence, then such Option or Convertible Security
      and the Common Stock deemed issuable upon exercise, conversion or
      exchange thereof shall be deemed to have been issued as of the date of
      such change.  No adjustment shall be made if such adjustment would
      result in an increase of the Conversion Price then in effect.
    

    
                (iv)  Calculation
      of Consideration Received.  If any Option is issued in connection
      with the issue or sale of other securities of the Corporation, together
      comprising one integrated transaction in which no specific consideration
      is allocated to such Options by the parties thereto, the Options will be
      deemed to have been issued for a consideration of $0.01. If any Common
      Stock, Options or Convertible Securities are issued or sold or deemed to
      have been issued or sold for cash, the consideration received therefor
      will be deemed to be the gross amount paid by the purchaser of such
      Common Stock, Options, or Convertible Securities, before any
      commissions, discounts, fees or expenses. If any Common Stock, Options
      or Convertible Securities are issued to the owners of the non-surviving
      entity in connection with any merger in which the Corporation is the
      surviving entity, the amount of consideration therefor will be deemed to
      be the fair value of such portion of the net assets and business
      (including goodwill) of the non-surviving entity as is attributable to
      such Common Stock, Options or Convertible Securities, as the case may
      be.  If any Common Stock, Options or Convertible Securities are issued
      or sold or deemed to have been issued or sold for non-cash
      consideration, the consideration received therefore will be deemed to be
      the fair value of such non-cash consideration as determined in good
      faith by the Board of Directors of the Corporation.  
    

    

    

    
      
        

        

      

      
        
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                 (v)  Record
      Date.  If the Corporation takes a record of the holders of Common
      Stock for the purpose of entitling them (A) to receive a dividend or
      other distribution payable in Common Stock, Options or in Convertible
      Securities or (B) to subscribe for or purchase Common Stock, Options or
      Convertible Securities, then such record date will be deemed to be the
      date of the issue or sale of the Common Stock deemed to have been issued
      or sold upon the declaration of such dividend or the making of such
      other distribution or the date of the granting of such right of
      subscription or purchase, as the case may be.
    

    
             (b)  Stock
      Dividends and Splits. If the Corporation, at any time while any
      Series A Preferred Stock is outstanding, (i) pays a stock dividend on
      its Common Stock or otherwise makes a distribution on any class of
      capital stock that is payable in shares of Common Stock, (ii) subdivides
      outstanding shares of Common Stock into a larger number of shares, or
      (iii) combines outstanding shares of Common Stock into a smaller number
      of shares, then in each such case the Conversion Price shall be
      multiplied by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding immediately before such event and of
      which the denominator shall be the number of shares of Common Stock
      outstanding immediately after such event. Any adjustment made pursuant
      to clause (i) of this paragraph shall become effective immediately after
      the record date for the determination of stockholders entitled to
      receive such dividend or distribution, and any adjustment pursuant to
      clause (ii) or (iii) of this paragraph shall become effective
      immediately after the effective date of such subdivision or combination.
    

    
             (c)  Fundamental
      Transactions. If, at any time while Series A Preferred Stock is
      outstanding there is a Fundamental Transaction (defined below), then the
      Holder shall have the right thereafter to receive, upon conversion of
      Series A Preferred Stock, the same amount and kind of securities, cash
      or property as it would have been entitled to receive upon the
      occurrence of such Fundamental Transaction if it had been, immediately
      prior to such Fundamental Transaction, the holder of the number of
      shares of Common Stock then issuable upon conversion in full of Series A
      Preferred Stock held by such Holder (the “Alternate
      Consideration”). For purposes of any such conversion, the
      determination of the Conversion Price shall be appropriately adjusted to
      apply to such Alternate Consideration based on the amount of Alternate
      Consideration issuable in respect of one share of Common Stock in such
      Fundamental Transaction, and the Corporation shall apportion the
      Conversion Price among the Alternate Consideration in a reasonable
      manner reflecting the relative value of any different components of the
      Alternate Consideration. If holders of Common Stock are given any choice
      as to the securities, cash or property to be received in a Fundamental
      Transaction, then the Holder shall be given the same choice as to the
      Alternate Consideration it receives upon any conversion of Series A
      Preferred Stock following such Fundamental Transaction. The terms of any
      agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply
      with the provisions of this paragraph (c) and insuring that the Series A
      Preferred Stock (or any such replacement security) will be similarly
      adjusted upon any subsequent transaction analogous to a Fundamental
      Transaction.
    

    

    

    
      
        

        

      

      
        
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             (d)  Subsequent
      Rights Offerings. If the Corporation, at any time while the Series A
      Preferred Stock is outstanding, shall issue Options to all holders of
      Common Stock (and not to Holders) entitling them to subscribe for or
      purchase shares of Common Stock at a price per share that is lower than
      the VWAP (defined below) on the record date referenced below, then the
      Conversion Price shall be multiplied by a fraction of which the
      denominator shall be the number of shares of the Common Stock
      outstanding on the date of issuance of such Options plus the number of
      additional shares of Common Stock offered for subscription or purchase,
      and of which the numerator shall be the number of shares of the Common
      Stock outstanding on the date of issuance of such Options plus the
      number of shares which the aggregate offering price of the total number
      of shares so offered (assuming delivery to the Corporation in full of
      all consideration payable upon exercise of such rights, options or
      warrants) would purchase at such VWAP.  Such adjustment shall be made
      whenever such rights or warrants are issued, and shall become effective
      immediately after the record date for the determination of stockholders
      entitled to receive such rights, options or warrants.
    

    
             (e)  Other Events.  If
      any event occurs of the type contemplated by the provisions of this
      Section 7.3 but not expressly provided for by such provisions
      (including, without limitation, the granting of stock appreciation
      rights, phantom stock rights or other rights with equity features), then
      the Corporation’s Board of Directors in good faith will make an
      appropriate adjustment in the Conversion Price so as to be equitable
      under the circumstances and otherwise protect the rights of the Holders;
      provided that no such adjustment will increase the Conversion Price as
      otherwise determined pursuant to this Section 7.3.
    

    

    

    
      
        

        

      

      
        
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         7.4  Written Instrument as to Adjustments.  Whenever
      the Conversion Price is adjusted as herein provided, an officer of the
      Corporation shall compute the adjusted Conversion Price in accordance
      with the foregoing provisions and shall prepare a written instrument
      setting forth such adjusted Conversion Price and showing in detail the
      facts upon which such adjustment is based, and a copy of such written
      instrument shall forthwith be mailed to each Holder of record of the
      Series A Preferred Stock, and made available for inspection by the
      stockholders of the Corporation.
    

    
         7.5  Reservation of Common Stock.  The
      Corporation shall at all times reserve and keep available, free from
      preemptive rights, out of its authorized but unissued Common Stock, for
      the purpose of effecting the conversion of the shares of Series A
      Preferred Stock, an amount of Common Stock equal to one hundred percent
      (100%) of the aggregate number of shares of Common Stock then issuable
      upon the conversion of all shares of Series A Preferred Stock then
      outstanding, and such shares shall be listed, subject to notice of
      issuance, on any stock exchange(s) on which outstanding shares of Common
      Stock may then be listed.
    

    
         7.6  Payment of Taxes.  The
      Corporation will pay any and all taxes that may be payable in respect of
      the issuance or delivery of shares of Common Stock on conversion of
      shares of Series A Preferred Stock pursuant hereto.  The Corporation
      shall not, however, be required to pay any tax which may be payable in
      respect of any transfer involved in the issue and delivery of shares of
      Common Stock in a name other than that in which the shares of Series A
      Preferred Stock so converted were registered, and no such issue or
      delivery shall be made unless and until the person requesting such issue
      has paid to the Corporation the amount of any such tax, or has
      established, to the satisfaction of the Corporation, that such tax has
      been paid or is not payable.
    

    
         7.7  Ownership Cap and Certain Exercise
      Restrictions.
    

    
             (a)  Notwithstanding anything to the contrary set forth in this
      Certification of Designations, at no time may a Holder of this Series A
      Preferred Stock convert this Series A Preferred Stock to the extent that
      after giving effect to such conversion, the Holder (together with the
      Holder’s affiliates) would beneficially own (as determined in accordance
      with Section 13(d) of the Securities Exchange Act of 1934, as amended,
      and the rules thereunder) in excess of 4.99% of the number of shares of
      Common Stock outstanding immediately after giving effect to such
      conversion; provided, however, that upon a Holder of this Series A
      Preferred Stock providing the Corporation with sixty-one (61) days
      notice (the “Waiver Notice”) that such Holder would like to
      waive this Section 7.7(a) with regard to any or all shares of Common
      Stock issuable upon conversion of this Series A Preferred Stock, this
      Section 7.7(a) will be of no force or effect with regard to all or a
      portion of the Series A Preferred Stock referenced in the Waiver Notice.
    

    

    

    
      
        

        

      

      
        
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             (b)  Notwithstanding anything to the contrary set forth in this
      Certificate of Designations, at no time may a Holder of this Series A
      Preferred Stock convert this Series A Preferred Stock to the extent that
      after giving effect to such conversion, the Holder (together with the
      Holder’s affiliates) would beneficially own (as determined in accordance
      with Section 13(d) of the Securities Exchange Act of 1934, as amended,
      and the rules thereunder) in excess of 9.99% of the number of shares of
      Common Stock outstanding immediately after giving effect to such
      conversion; provided, however that upon a Holder of this Series A
      Preferred Stock providing the Corporation  with a Waiver Notice that
      such Holder would like to waive this Section 7.7(b) with regard to any
      or all shares of Common Stock issuable upon conversion of the Series A
      Preferred Stock, this Section 7.7(b) shall be of no force or effect with
      regard to those shares of Series A Preferred Stock referenced in the
      Waiver Notice.
    

    
         7.8  No Impairment.  The Corporation
      will not, by amendment of its Certificate of Incorporation or through
      any reorganization, transfer of assets, consolidation, merger,
      dissolution, issue or sale of securities or any other voluntary action,
      avoid or seek to avoid the observance or performance of any of the terms
      to be observed or performed hereunder by the Corporation, but will at
      all times in good faith assist in the carrying out of all the provisions
      of Sections 7.1 through 7.7 and in the taking of all such actions as may
      be necessary or appropriate in order to protect the conversion rights of
      the Holders against impairment.
    

    
      8.  Other Rights.
    

    
         8.1  Optional Redemption at Election of
      Holder.  Subject to the provisions of this Section 8.1, upon a
      Change of Control Transaction and at any time on or before the 90th
      calendar day following the consummation of such Change of Control
      Transaction, the Holder may deliver a notice to the Corporation (an “Optional
      Redemption Notice” and the date such notice is deemed delivered
      hereunder, the “Optional Redemption Notice Date”) of its
      election to require the Corporation to redeem all or a portion of the
      Holder’s then outstanding shares of Series A Preferred Stock for an
      amount in cash equal to the Optional Redemption Amount on the 5th
      Trading Day following the Optional Redemption Notice Date (such date,
      the “Optional Redemption Date” and such redemption, the “Optional
      Redemption”). The Optional Redemption Amount is due in full on the
      Optional Redemption Date. The Holder may rescind the Optional Redemption
      Notice at any time until the later of (i) the Optional Redemption Date
      or (ii) the date on which the Optional Redemption Amount is actually
      paid in full.  The Holder may elect to convert the Series A Preferred
      Stock prior to actual payment in cash for any redemption under this
      Section 8.1 by the delivery of a Notice of Conversion to the
      Corporation. The Corporation covenants and agrees that it will honor all
      Notices of Conversion tendered from the time of delivery of the Optional
      Redemption Notice through the date all amounts owing thereon are due and
      paid in full.  If any portion of the cash payment for an Optional
      Redemption shall not be paid by the Corporation by the respective due
      date, interest shall accrue thereon at the rate of 18% per annum (or the
      maximum rate permitted by applicable law, whichever is less) until the
      payment of the Optional Redemption Amount plus all amounts owing thereon
      is paid.   
    

    

    

    
      
        

        

      

      
        
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         8.2  Purchase Rights.  If at any time
      the Corporation grants, issues or sells any Options, Convertible
      Securities or rights to purchase stock, warrants, securities or other
      property pro rata to the record holders of any class of Common Stock
      (the “Purchase Rights”), then the Holder will be entitled
      to acquire, upon the terms applicable to such Purchase Rights, the
      aggregate Purchase Rights which the Holder could have acquired if the
      Holder had held the number of shares of Common Stock acquirable upon
      complete conversion of Series A Preferred Stock (without taking into
      account any limitations or restrictions on the convertibility of Series
      A Preferred Stock) immediately before the date on which a record is
      taken for the grant, issuance or sale of such Purchase Rights, or, if no
      such record is taken, the date as of which the record holders of Common
      Stock are to be determined for the grant, issue or sale of such Purchase
      Rights.
    

    
      9.  Mandatory Conversion or Redemption at Maturity.  If
      any share of Series A Preferred Stock remains outstanding on Maturity
      Date, then the Corporation shall either, at the option of the Holder:
      (a) convert each such share at the Conversion Price as of the Maturity
      Date share without the Holder of such share being required to give a
      Conversion Notice on such Maturity Date; or (b) redeem each such share
      of Series A Preferred Stock for an amount in cash equal to its Stated
      Value plus all accrued and unpaid dividends thereon.
    

    
      10.  Required Holder Approvals.  So long as any shares
      of Series A Preferred Stock are outstanding, the Corporation shall not,
      without first obtaining the approval (by vote or written consent) of the
      Holders of a majority of the then outstanding shares of Series A
      Preferred Stock: (a) amend the rights, preferences or privileges of the
      Series A Preferred Stock set forth in this Certificate of Designation,
      (b), amend or waive any provision of its Certificate of Incorporation in
      a manner that would alter the rights, preferences or privileges of the
      Series A Preferred Stock, (c) create any Senior Securities or Pari Passu
      Securities, or (d) enter into any agreement with respect to the
      foregoing clauses (a) through (c).
    

    
      11.  Notice of Corporate Events.  If the Corporation
      (a) declares a dividend or any other distribution of cash, securities or
      other property in respect of its Common Stock, including without
      limitation any granting of rights or warrants to subscribe for or
      purchase any capital stock of the Corporation, (b) authorizes or
      approves, enters into any agreement contemplating or solicits
      stockholder approval for any transaction or (c) authorizes the voluntary
      dissolution, liquidation or winding up of the affairs of the
      Corporation, then the Corporation shall deliver to the Holders a notice
      describing the material terms and conditions of such transaction, at
      least 10 calendar days prior to the applicable record or effective date
      on which Common Stock would need to be owned in order to participate in
      or vote with respect to such transaction, and the Corporation will take
      all steps reasonably necessary in order to insure that the Holder is
      given the practical opportunity to convert its Series A Preferred Stock
      prior to such time so as to participate in or vote with respect to such
      transaction.
    

    

    

    
      
        

        

      

      
        
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      12.  Exclusion of Other Rights.  Except as may
      otherwise be required by law, the shares of Series A Preferred Stock
      shall not have any preferences or relative, participating, optional or
      other special rights other than those specifically set forth in
      this  resolution and in the Articles of Incorporation, as amended.
    

    
      13.  Status of Series A Preferred Stock Reacquired.  Shares
      of Series A Preferred Stock, which have been issued and reacquired in
      any manner shall (upon compliance with applicable provisions of the laws
      of the State of Florida), be deemed to be canceled and have the status
      of authorized and unissued shares of the class of Preferred Stock
      issuable in series undesignated as to series and may be redesignated and
      reissued.
    

    
      14.  Severability of Provisions.  If any right,
      preference or limitation of the Series A Preferred Stock set forth in
      this resolution is invalid, unlawful, or incapable of being enforced by
      reason of any rule of law or public policy, all other rights,
      preferences and limitations set forth in this resolution which can be
      given effect without the invalid, unlawful or unenforceable right,
      preference or limitation shall, nevertheless, remain in full force and
      effect, and no right, preference or limitation herein set forth shall be
      deemed dependent upon any other such right, preference or limitation
      unless so expressed herein.
    

    
      15.  Headings of Subdivisions.  The headings of the
      various subdivisions hereof are for convenience of reference only and
      shall not affect the interpretation of any of the provisions hereof.
    

    
      16.  Certain Definitions.  For purposes of this
      Certificate, the following terms shall have the following meanings:
    

    
      “Change Of Control” means the occurrence after the date hereof of any of
      (i) an acquisition after the date hereof by an individual or legal
      entity or “group” (as described in Rule 13d-5(b)(1) promulgated under
      the Exchange Act) of effective control (whether through legal or
      beneficial ownership of capital stock of the Corporation, by contract or
      otherwise) of in excess of 45% of the voting securities of the
      Corporation (other than by means of conversion or exercise of the
      Securities by the Purchaser), or (ii) the Corporation merges into or
      consolidates with any other Person, or any Person merges into or
      consolidates with the Corporation and, after giving effect to such
      transaction, the stockholders of the Corporation immediately prior to
      such transaction own less than 55% of the aggregate voting power of the
      Corporation or the successor entity of such transaction, or (iii) the
      Corporation sells or transfers all or substantially all of its assets to
      another Person and the stockholders of the Corporation immediately prior
      to such transaction own less than 55% of the aggregate voting power of
      the acquiring entity immediately after the transaction, or (iv) a
      replacement at one time or within a two year period of more than
      one-half of the members of the Corporation’s board of directors (except
      as such replacement may be required pursuant to the rules and
      regulations of a Trading Market) which is not approved by a majority of
      those individuals who are members of the board of directors on the date
      hereof (or by those individuals who are serving as members of the board
      of directors on any date whose nomination to the board of directors was
      approved by a majority of the members of the board of directors who are
      members on the date hereof), (v) the merger or consolidation of the
      Corporation or any subsidiary of the Corporation in one or a series of
      related transactions with or into another entity (except in connection
      with a merger involving the Corporation solely for the purpose, and with
      the sole effect, of reorganizing the Corporation under the laws of
      another jurisdiction; provided that the articles of incorporation and
      bylaws (or similar charter or organizational documents) of the surviving
      entity are substantively identical to those of the Corporation and do
      not otherwise adversely impair the rights of the Purchaser), or (vi) the
      execution by the Corporation of an agreement to which the
      Corporation  is a party or by which it is bound, providing for any of
      the events set forth in clauses (i) through (v) above.
    

    

    

    
      
        

        

      

      
        
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      “Convertible Securities” means any stock or other securities (other than
      Options) directly or indirectly convertible into or exercisable or
      exchangeable for shares of Common Stock.
    

    
      “Eligible Market” means, The New York Stock Exchange, Inc., the Nasdaq
      Capital Market, the Nasdaq Global Market or the American Stock Exchange.
    

    
      “Exempt Issuance” means issuance of: (1) shares of Common Stock issued
      upon conversion or exercise of any Options or Convertible Securities
      that are outstanding on the day immediately preceding the First Issuance
      Date, provided that the terms of such Options or Convertible Securities
      are not amended, modified or changed on or after the First Issuance Date
      to lower the conversion or exercise price thereof and so long as the
      number of shares of Common Stock underlying such securities is not
      otherwise increased; (2) Up to 10,000,000 shares of Common Stock in the
      aggregate that are issued under the Company’s stock option plan (the “SOP”)
      pursuant to the terms of the SOP in effect on the day immediately
      preceding the First Issuance Date; (3) securities issued pursuant to
      acquisitions or strategic transactions approved by a majority of the
      directors of the Company not interested in the transaction, provided
      that any such issuance shall only be to a Person which is, itself or
      through its subsidiaries, an operating company in a business synergistic
      with the business of the Corporation and in which the Corporation
      receives benefits in addition to the investment of funds; provided that,
      an issuance of securities primarily for the purpose of raising capital
      or to an entity whose primary business is investing in securities shall
      not be an Exempt Issuance; and (4) shares of Common Stock issued in a
      best efforts underwritten public offering in which the gross cash
      proceeds to the Corporation (before underwriting discounts, commissions
      and fees) are at least $30,000,000.
    

    

    

    
      
        

        

      

      
        
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       “Fundamental Transaction” means one or more related transactions where,
      directly or indirectly (i)  the Corporation effects any merger or
      consolidation of the Corporation with or into another Person, (ii) the
      Corporation effects any sale of all or substantially all of its assets
      in one transaction or a series of related transactions, (iii) any tender
      offer or exchange offer (whether by the Corporation or another Person)
      is completed pursuant to which holders of Common Stock are permitted to
      tender or exchange their shares for other securities, cash or property,
      or (iv) the Corporation effects any reorganization, recapitalization, or
      reclassification of the Common Stock or any compulsory share exchange
      pursuant to which the Common Stock is effectively converted into or
      exchanged for other securities, cash or property; (v)  the Corporation
      consummates a stock purchase agreement or other business combination
      (including, without limitation, a reorganization, recapitalization,
      spin-off or scheme of arrangement) with another Person; (iv) any
      “person” or “group” (as these terms are used for purposes of
      Sections 13(d) and 14(d) of the Exchange Act) is or shall become the
      “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of 50% of the aggregate Voting Stock of the
      Corporation.
    

    
      "First Issuance Date" means the first date that a share of Series A
      Preferred Stock is issued by the Company.
    

    
      “Optional Redemption Amount” means the sum of (i) 100% of the Stated
      Value of the shares of Series A Preferred Stock then outstanding, (ii)
      declared but unpaid dividends and (iii) all liquidated damages and other
      amounts due in respect of the Series A Preferred Stock.
    

    
      “Options” means any rights, warrants or options to subscribe for or
      purchase shares of Common Stock or Convertible Securities.
    

    
      “Person” means an individual, a limited liability corporation, a
      partnership, a joint venture, a corporation, a trust, an unincorporated
      organization, any other entity and a government or any department or
      agency thereof.
    

    
      “Trading Day” means any day on which the Common Stock is traded on the
      principal securities exchange or securities market on which the Common
      Stock is then traded.
    

    
      “Voting Stock” of a Person means capital stock of such Person of the
      class or classes pursuant to which the holders thereof have the general
      voting power to elect, or the general power to appoint, at least a
      majority of the board of directors, managers or trustees of such Person
      (irrespective of whether or not at the time capital stock of any other
      class or classes shall have or might have voting power by reason of the
      happening of any contingency).
    

    

    

    
      
        

        

      

      
        
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      “VWAP” means, for any date, the price determined by the first of the
      following clauses that applies: (a) if the Common Stock is then listed
      or quoted on a Trading Market, the daily volume weighted average price
      of the Common Stock for such date (or the nearest preceding date) on the
      Trading Market on which the Common Stock is then listed or quoted for
      trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30
      a.m. (New York City time) to 4:02 p.m. (New York City time)); (b)  if
      the OTC Bulletin Board is not a Trading Market, the volume weighted
      average price of the Common Stock for such date (or the nearest
      preceding date) on the OTC Bulletin Board; (c) if the Common Stock is
      not then quoted for trading on the OTC Bulletin Board and if prices for
      the Common Stock are then reported in the “Pink Sheets” published by
      Pink Sheets, LLC (or a similar organization or agency succeeding to its
      functions of reporting prices), the most recent bid price per share of
      the Common Stock so reported; or (d) in all other cases, the fair market
      value of a share of Common Stock as determined by an independent
      appraiser selected in good faith by the Holder and reasonably acceptable
      to the Company.
    

    
      

      


    

    
      The foregoing Amendment was adopted by the board of directors of the
      Company as of February 22, 2010 without shareholder action and
      shareholder action was not required.
    

    
      

      


    

    
             IN WITNESS WHEREOF, the undersigned has executed this Fourth
      Amendment to
    

    
      the Articles of Incorporation this 22 day of February, 2010.
    

    
      

      


    

    
    	
          NET TALK.COM, INC.
        
	
           
        
	
          
            By: /s/ Anastasios Kyriakides
          

        
	
           
        
	
          ANASTASIOS KYRIAKIDES, PRESIDENT
        


    

    
      

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