Exhibit 10.6
    

    
      AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
    

    
      This Amended and Restated Registration Rights Agreement is made and
      entered into as of February 24, 2010 (as amended, modified or
      supplemented from time to time, this “Agreement”) by and
      between Net Talk.com, Inc., a Florida corporation (the “Company”),
      and each securityholder identified on the signature pages hereto (each,
      including its successors and assigns, a “Holder” and
      collectively the “Holders”).  This agreement amends and
      restates each of the Former Registration Rights Agreements (as defined
      below).
    

    
      R E C I T A L S
    

    
      WHEREAS, Debt Opportunity Fund LLLP and the Company previously entered
      into those certain registration rights agreements dated as of January
      30, 2009, dated as of February 6, 2009 and dated as of July 20, 2009,
      and Debt Opportunity Fund LLLP, Vicis Capital Master Fund and the
      Company previously entered into those certain registration rights
      agreements dated as of September 10, 2008 and dated as of September 25,
      2009 (each a “Former Registration Rights Agreement” and
      collectively the “Former Registration Rights Agreements”);
    

    
      WHEREAS, Vicis Capital Master Fund is the assignee of all rights and
      obligations of Debt Opportunity Fund LLLP under the Former Registration
      Rights Agreements;
    

    
      WHEREAS, in conjunction with the Securities Purchase Agreement dated as
      of the date hereof between the Company and the Purchasers (as defined
      therein) (the “Purchase Agreement”), the Company has
      agreed to grant certain additional registration rights to the Holders;
    

    
      WHEREAS, the Holders and the Company wish to amend and restate the
      Former Registration Rights Agreements and grant such additional
      registration rights to the Holders according to the terms hereinafter
      set forth.
    

    
      NOW, THEREFORE,      the Company and the Holders hereby agree as
      follows:
    

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

    
      “Commission” means the U.S. Securities and Exchange
      Commission.
    

    
      “Common Stock” means shares of the Company’s common
      stock, par value $0.001 per share.
    

    
      “Company” has the meaning given to such term in the
      Preamble hereto.
    

    
      “Exchange Act” means the Securities Exchange Act of
      1934, as amended, and any successor statute.
    

    

    

    
      
        

        

      

      
        
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      “Holder” or “Holders” has the
      meaning given to such term in the Preamble hereto.
    

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

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

    
      “Person” means an individual or a corporation,
      partnership, trust, incorporated or unincorporated association, joint
      venture, limited liability company, joint stock company, government (or
      an agency or political subdivision thereof) or other entity of any kind.
    

    
      “Proceeding” means an action, claim, suit,
      investigation or proceeding (including, without limitation, an
      investigation or partial proceeding, such as a deposition), whether
      commenced or threatened.
    

    
      “Purchase Agreement” has the meaning set forth in the
      recitals hereto.
    

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

    
      “Registrable Securities” means the shares of Common
      Stock issued as a distribution upon, or that are issuable upon
      conversion or exercise of, shares of the Series A Preferred Stock, the
      New Debentures and the Warrants held by the Holders.
    

    
      “Registration Statement” means each registration
      statement required to be filed hereunder, including the Prospectus
      therein, amendments and supplements to such registration statement or
      Prospectus, including pre- and post-effective amendments, all exhibits
      thereto, and all material incorporated by reference or deemed to be
      incorporated by reference in such registration statement.
    

    
      “Requesting Holders” has the meaning set forth in
      Section 2(a).
    

    
      “Requested Stock” has the meaning set forth in
      Section 2(a).
    

    
      “Rule 144” means Rule 144 promulgated by the
      Commission pursuant to the Securities Act, as such rule may be amended
      from time to time, or any similar rule or regulation hereafter adopted
      by the Commission having substantially the same effect as such rule.
    

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

    

    

    
      
        

        

      

      
        
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      “Securities Act” means the Securities Act of 1933, as
      amended, and any successor statute.
    

    
      2.        Piggy-Back
      Registration.
    

    
      (a)       If at any time the Company proposes to register any of its
      securities under the Securities Act in connection with the public
      offering of such securities solely for cash (other than a registration
      on Form S-4, Form S-8, or any successor or similar forms), whether for
      the account of the Company or otherwise, it will promptly, but not later
      than thirty (30) days before the anticipated date of filing such
      registration statement, give written notice to all record holders of the
      Registrable Securities. Upon the written request from any Holders (the “Requesting
      Holders”), within 15 days after receipt of any such notice from the
      Company, the Company will, except as herein provided, cause all of the
      Registrable Securities covered by such request (the “Requested
      Stock”) held by the Requesting Holders to be included in such
      registration statement, all to the extent requisite to permit the sale
      or other disposition by the prospective seller or sellers of the
      Requested Stock; provided, further, that nothing herein shall prevent
      the Company from, at any time, abandoning or delaying any registration.
    

    
      (b)       If any registration pursuant to Section 2(a) shall be
      underwritten in whole or in part, the Company may require that the
      Requested Stock be included in the underwriting on the same terms and
      conditions as the securities otherwise being sold through the
      underwriters. In such event, the Requesting Holders shall, if requested
      by the underwriters, execute an underwriting agreement containing
      customary representations and warranties by selling stockholders. If in
      the good faith judgment of the managing underwriter of such public
      offering the inclusion of all of the Requested Stock would reduce the
      number of shares to be offered by the Company or interfere with the
      successful marketing of the shares of stock offered by the Company, the
      number of shares of Requested Stock otherwise to be included in the
      underwritten public offering may be reduced pro rata (by number of
      shares) among the Requesting Holders and all other holders of
      registration rights who have requested inclusion of their securities or
      excluded in their entirety if so required by the underwriter. To the
      extent only a portion of the Requested Stock is included in the
      underwritten public offering, those shares of Requested Stock which are
      thus excluded from the underwritten public offering and any other
      securities of the Company held by such holders shall be withheld from
      the market by the Holders thereof for a period, not to exceed 90 days,
      which the managing underwriter reasonably determines is necessary in
      order to effect the underwritten public offering. The obligation of the
      Company under Section 2(a) shall not apply after the earlier of (i) the
      date that all of the Conversion Shares have been sold pursuant to Rule
      144 under the Securities Act or an effective registration statement, or
      (ii) such time as the Conversion Shares are eligible for immediate
      resale pursuant to Rule 144(b)(1) under the Securities Act to the
      Holders.
    

    
      (c)       If the registration statement is an offering to be made on a
      continuous basis pursuant to Rule 415 and is not on a Form S-3, and the
      Commission advises the Company that all of the Restricted Stock may not
      be included under Rule 415(a)(i), then the number of shares of Requested
      Stock otherwise to be included in such registration statement may be
      reduced pro rata (by number of shares) among the Requesting Holders and
      all other holders of registration rights who have requested inclusion of
      their securities to an amount to which is permitted by the Commission
      for resale under Rule 415(a)(i).
    

    

    

    
      
        

        

      

      
        
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      3.        Registration
      Procedures. If and whenever the Company is required by the
      provisions hereof to effect the registration of any Registrable
      Securities under the Securities Act, the Company will, as expeditiously
      as reasonably possible:
    

    
      (a)       prepare and file with the Commission a Registration Statement
      with respect to such Registrable Securities, respond as promptly as
      reasonably possible to any comments received from the Commission, and
      use its best efforts to cause such Registration Statement to become and
      remain effective, and promptly provide to the Holders copies of all
      filings and Commission letters of comment relating thereto and before
      filing a Registration Statement or Prospectus or any amendments or
      supplements thereto, furnish to the Holders copies of all such documents
      proposed to be filed, including documents incorporated by reference in
      the Prospectus and, if requested by the Holders, the exhibits
      incorporated by reference, and the Holders shall have the opportunity to
      object to any information pertaining to itself that is contained therein
      and the Company will make the corrections reasonably requested by the
      Holders with respect to such information prior to filing any
      Registration Statement or amendment thereto or any Prospectus or any
      supplement thereto;
    

    
      (b)  prepare and file with the Commission such amendments and
      supplements to such Registration Statement and the Prospectus used in
      connection therewith as may be necessary to comply with the provisions
      of the Securities Act with respect to the disposition of all Registrable
      Securities covered by such Registration Statement and to keep such
      Registration Statement effective;
    

    
      (c)  furnish to the Holders such number of copies of the Registration
      Statement and the Prospectus included therein (including each
      preliminary Prospectus and any amendments and supplements to the
      Registration Statement and the Prospectus) and such other documents as
      the Holders reasonably may request to facilitate the public sale or
      disposition of the Registrable Securities covered by such Registration
      Statement;
    

    
      (d)  use its best efforts to register or qualify the Holder’s
      Registrable Securities covered by such Registration Statement under the
      securities or “blue sky” laws of such jurisdictions within the United
      States as the Holders may reasonably request and do any and all other
      acts and things which may be reasonably necessary or advisable to enable
      the Holders to consummate the disposition in such jurisdiction of the
      Registrable Securities, provided, however, that the Company shall
      not for any such purpose be required to qualify generally to transact
      business as a foreign corporation in any jurisdiction where it is not so
      qualified or to consent to general service of process in any such
      jurisdiction;
    

    
      (e)  list the Registrable Securities covered by such Registration
      Statement with any securities exchange on which the Common Stock of the
      Company is then listed;
    

    
      (f)  immediately notify the Holders 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
      contained in such Registration Statement, as then in effect, includes an
      untrue statement of a material fact or omits to state a material fact
      required to be stated therein or necessary to make the statements
      therein not misleading, and, at the request of the Holders, the Company
      shall prepare a supplement or amendment to such Prospectus so that, as
      thereafter delivered to the purchasers of Registrable Securities, such
      Prospectus shall not contain an untrue statement of a material fact or
      omit to state any material fact required to be stated therein or
      necessary to make the statement therein not misleading;
    

    

    

    
      
        

        

      

      
        
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      (g)  to the extent pertinent to the registration and sale of the
      Registrable Securities under the Registration Statement, make available
      for inspection by the Holders and any attorney, accountant or other
      agent retained by the Holders, all publicly available, non- confidential
      financial and other records, pertinent corporate documents and
      properties of the Company, and, to the extent pertinent to the
      registration and sale of the Registrable Securities under the
      Registration Statement, cause the Company’s officers, directors and
      employees to supply all publicly available, non-confidential information
      reasonably requested by the attorney, accountant or agent of the Holders;
    

    
      (h)  provide a transfer agent and registrar for all such Registrable
      Securities not later than the effective date of such Registration
      Statement;
    

    
      (i)   if requested, cause to be delivered, immediately prior to the
      effectiveness of the Registration Statement, letters from the Company’s
      independent certified public accountants addressed to the Holders
      (unless the Holders does not provide to such accountants the appropriate
      representation letter required by rules governing the accounting
      profession) stating that such accountants are independent public
      accountants within the meaning of the Securities Act and the applicable
      rules and regulations adopted by the Commission thereunder, and
      otherwise in customary form and covering such financial and accounting
      matters as are customarily covered by letters of the independent
      certified public accountants delivered in connection with primary or
      secondary underwritten public offerings, as the case may be; and
    

    
      (j)  at all times after the Company has filed a Registration Statement
      with the Commission pursuant to the requirements of either the
      Securities Act or the Exchange Act, the Company shall file all reports
      required to be filed by it under the Securities Act and the Exchange Act
      and the rules and regulations adopted by the Commission thereunder, and
      take such further action as the Holders may reasonably request, all to
      the extent required to enable the Holders to be eligible to sell
      Registrable Securities pursuant to Rule 144 (or any similar rule then in
      effect).
    

    
      4.  Registration Expenses. All expenses relating to the
      Company’s compliance with Sections 2 and 3 hereof, including, without
      limitation, all registration, filing and listing application fees, costs
      of distributing any prospectuses and supplements thereto, printing
      expenses, fees and disbursements of counsel and independent public
      accountants for the Company, fees and expenses (including counsel fees)
      incurred in connection with complying with state securities or “blue
      sky” laws, fees of the Financial Industry Regulatory Authority, fees of
      transfer agents and registrars, fees (not to exceed $20,000) of, and
      disbursements incurred by, one counsel for the Holders are called
      “Registration Expenses.” All selling commissions applicable to the sale
      of Registrable Securities, including any fees and disbursements of any
      special counsel to the Holders beyond those included in Registration
      Expenses, are called “Selling Expenses.” The Company shall only be
      responsible for all Registration Expenses. The obligation of the Company
      to bear the expenses described above shall apply irrespective of whether
      a registration becomes effective, is withdrawn or suspended, is
      converted to another form of registration and irrespective of when any
      of the foregoing shall occur.
    

    

    

    
      
        

        

      

      
        
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      5.  Indemnification.
    

    
      (a)       In the event of a registration of any Registrable Securities
      under the Securities Act pursuant to this Agreement, the Company will
      indemnify and hold harmless each Holder, and its officers, directors,
      managers, partners, members, shareholders, agents, brokers, investment
      advisors and employees of each of them, and each other person, if any,
      who controls such Holder within the meaning of the Securities Act,
      against any losses, claims, damages or liabilities, joint or several, to
      which such Holder or such persons may become subject under the
      Securities Act or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based
      upon any untrue statement or alleged untrue statement of any material
      fact contained in any Registration Statement under which such
      Registrable Securities were registered under the Securities Act pursuant
      to this Agreement, any preliminary Prospectus or final Prospectus
      contained therein, or any amendment or supplement thereof, or arise out
      of or are based upon the omission or alleged omission to state therein 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, the Exchange Act or applicable
      “blue sky” laws, and will reimburse each Holder, and each such person
      for any reasonable legal or other expenses incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Company will not
      be liable in any such case if and to the extent that any such loss,
      claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so
      made in conformity with information furnished by or on behalf of such
      Holder or any such person in writing specifically for use in any such
      document.
    

    
      (b)  In the event of a registration of the Registrable Securities under
      the Securities Act pursuant to this Agreement, the Holders will
      indemnify and hold harmless the Company, and its officers, directors and
      each other person, if any, who controls the Company within the meaning
      of the Securities Act, against all losses, claims, damages or
      liabilities, joint or several, to which the Company or such persons may
      become subject under the Securities Act or otherwise, insofar as such
      losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue
      statement of any material fact which was furnished in writing by the
      Holders to the Company expressly for use in (and such information is
      contained in) the Registration Statement under which such Registrable
      Securities were registered under the Securities Act pursuant to this
      Agreement, any preliminary Prospectus or final Prospectus contained
      therein, or any amendment or supplement thereof, or arise out of or are
      based upon the omission or alleged omission to state therein a material
      fact required to be stated therein or necessary to make the statements
      therein not misleading, and will reimburse the Company and each such
      person for any reasonable legal or other expenses incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action, provided, however, that the Holders will be
      liable in any such case if and only to the extent that any such loss,
      claim, damage or liability arises out of or is based upon an untrue
      statement or alleged untrue statement or omission or alleged omission so
      made in conformity with information furnished in writing to the Company
      by or on behalf of the Holders specifically for use in any such
      document. Notwithstanding the provisions of this paragraph, the Holders
      shall not be required to indemnify any person or entity in excess of the
      amount of the aggregate net proceeds received by the Holders in respect
      of Registrable Securities in connection with any such registration under
      the Securities Act.
    

    

    

    
      
        

        

      

      
        
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      (c)  Promptly after receipt by a party entitled to claim indemnification
      hereunder (an “Indemnified Party”) of notice of the
      commencement of any action, such Indemnified Party shall, if a claim for
      indemnification in respect thereof is to be made against a party hereto
      obligated to indemnify such Indemnified Party (an “Indemnifying
      Party”), notify the Indemnifying Party in writing thereof, but the
      omission so to notify the Indemnifying Party shall not relieve it from
      any liability which it may have to such Indemnified Party other than
      under this Section 5(c) and shall only relieve it from any liability
      which it may have to such Indemnified Party under this Section 5(c) if
      and to the extent the Indemnifying Party is prejudiced by such omission.
      In case any such action shall be brought against any Indemnified Party
      and it shall notify the Indemnifying Party of the commencement thereof,
      the Indemnifying Party shall be entitled to participate in and, to the
      extent it shall wish, to assume and undertake the defense thereof with
      counsel satisfactory to such Indemnified Party, and, after notice from
      the Indemnifying Party to such Indemnified Party of its election so to
      assume and undertake the defense thereof, the Indemnifying Party shall
      not be liable to such Indemnified Party under this Section 5(c) for any
      legal expenses subsequently incurred by such Indemnified Party in
      connection with the defense thereof; if the Indemnified Party retains
      its own counsel, then the Indemnified Party shall pay all fees, costs
      and expenses of such counsel, provided, however, that, if
      the defendants in any such action include both the Indemnified Party and
      the Indemnifying Party and the Indemnified Party shall have reasonably
      concluded that there may be reasonable defenses available to it which
      are different from or additional to those available to the Indemnifying
      Party or if the interests of the Indemnified Party reasonably may be
      deemed to conflict with the interests of the Indemnifying Party, the
      Indemnified Party shall have the right to select one separate counsel
      and to assume such legal defenses and otherwise to participate in the
      defense of such action, with the reasonable expenses and fees of such
      separate counsel and other expenses related to such participation to be
      reimbursed by the Indemnifying Party as incurred.
    

    
      (d)       In order to provide for just and equitable contribution in the
      event of joint liability under the Securities Act in any case in which
      either (i) any Holder, or any officer, director, manager, partner,
      member, shareholder, agent, broker, investment advisor or employee of
      any Holder or controlling person of any Holder, makes a claim for
      indemnification pursuant to this Section 5 but it is judicially
      determined (by the entry of a final judgment or decree by a court of
      competent jurisdiction and the expiration of time to appeal or the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 5
      provides for indemnification in such case, or (ii) contribution under
      the Securities Act may be required on the part of any Holder or such
      officer, director, manager, partner, member, shareholder, agent, broker,
      investment advisor or employee of any Holder or controlling person of
      any Holder in circumstances for which indemnification is provided under
      this Section 5; then, and in each such case, the Company and such Holder
      will contribute to the aggregate losses, claims, damages or liabilities
      to which they may be subject (after contribution from others) in such
      proportion so that such Holders is responsible only for the portion
      represented by the percentage that the public offering price of its
      securities offered by the Registration Statement bears to the public
      offering price of all securities offered by such Registration Statement, provided,
      however, that, in any such case, (A) no Holders will be required to
      contribute any amount in excess of the public offering price of all such
      securities offered by it pursuant to such Registration Statement; and
      (B) no person or entity guilty of fraudulent misrepresentation (within
      the meaning of Section 11(f) of the Securities Act) will be entitled to
      contribution from any person or entity who was not guilty of such
      fraudulent misrepresentation.
    

    

    

    
      
        

        

      

      
        
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      (e)       The indemnification provided for under this Agreement shall
      remain in full force and effect regardless of any investigation made by
      or on behalf of the indemnified party or any officer, director or
      controlling Person of such indemnified party and shall survive the
      transfer of securities.
    

    
      6.                 Representations
      and Warranties.
    

    
      (a)       Neither the Company, nor any of its affiliates, nor any person
      acting on its or their behalf, has directly or indirectly made any
      offers or sales of any security or solicited any offers to buy any
      security under circumstances that would cause the offering of the
      Securities pursuant to the Purchase Agreement to be integrated with
      prior offerings by the Company for purposes of the Securities Act which
      would prevent the Company from selling the Common Stock pursuant to Rule
      506 under the Securities Act, or any applicable exchange-related
      stockholder approval provisions, nor will the Company or any of its
      affiliates or subsidiaries take any action or steps that would cause the
      offering of the Securities to be integrated with other offerings (other
      than such concurrent offering to the Holders) or other offerings of the
      Company that will not result in the loss of an exemption from
      registration under Rule 506 of the Securities Act).
    

    
      (b)  The Securities and the shares of Common Stock issuable upon the
      conversion or exercise, as the case may be, of the Securities are all
      restricted securities under the Securities Act as of the date of this
      Agreement. The Company will not issue any stop transfer order or other
      order impeding the sale and delivery of any of the Registrable
      Securities at such time as such Registrable Securities are registered
      for public sale or an exemption from registration is available, except
      as required by federal or state securities laws.
    

    
      (c)  The Company understands the nature of the Registrable Securities
      issuable upon the conversion or exercise, as the case may be, of the
      Securities and recognizes that the issuance of such Registrable
      Securities may have a potential dilutive effect. The Company
      specifically acknowledges that its obligation to issue the Registrable
      Securities is binding upon the Company and enforceable regardless of the
      dilution such issuance may have on the ownership interests of other
      shareholders of the Company.
    

    
      (d)  Except for agreements made in the ordinary course of business,
      there is no agreement that has not been filed with the Commission as an
      exhibit to a registration statement or to a form required to be filed by
      the Company under the Exchange Act, the breach of which could reasonably
      be expected to have a material and adverse effect on the Company and its
      subsidiaries, or would prohibit or otherwise interfere with the ability
      of the Company to enter into and perform any of its obligations under
      this Agreement in any material respect.
    

    
      (e)  The Company will at all times have authorized and reserved a
      sufficient number of shares of Common Stock for the full conversion and
      exercise of the Securities.
    

    

    

    
      
        

        

      

      
        
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      (f) The Company shall provide written notice to each Holder of (i) the
      occurrence of each Discontinuation Event (as defined below) and (ii) the
      declaration of effectiveness by the Commission of each Registration
      Statement required to be filed hereunder, in each case within one (1)
      business day of the date of each such occurrence and/or declaration.
    

    
      7.                 Miscellaneous.
    

    
      (a)  Remedies. In the event of a breach by the Company
      or by a Holder, of any of their respective obligations under this
      Agreement, each Holder or the Company, as the case may be, in addition
      to being entitled to exercise all rights granted by law and under this
      Agreement, including recovery of damages, will be entitled to specific
      performance of its rights under this Agreement.
    

    
      (b)  Compliance. Each Holder covenants and
      agrees that it will comply with the prospectus delivery requirements of
      the Securities Act as applicable to it in connection with sales of
      Registrable Securities pursuant to any Registration Statement.
    

    
      (c)  Discontinued Disposition.           Each Holder
      agrees by its acquisition of such Registrable Securities that, upon
      receipt of a notice from the Company of the occurrence of a
      Discontinuation Event (as defined below), such Holder will forthwith
      discontinue disposition of such Registrable Securities under the
      applicable Registration Statement until such Holder’s receipt of the
      copies of the supplemented Prospectus and/or amended Registration
      Statement or until it is advised in writing (the “Advice”)
      by the Company that the use of the applicable Prospectus may be resumed,
      and, in either case, has received copies of any additional or
      supplemental filings that are incorporated or deemed to be incorporated
      by reference in such Prospectus or Registration Statement. The Company
      may provide appropriate stop orders to enforce the provisions of this
      paragraph. For purposes of this Agreement, a “Discontinuation
      Event” shall mean (i) when the Commission notifies the Company
      whether there will be a “review” of such Registration Statement and
      whenever the Commission comments in writing on such Registration
      Statement (the Company shall provide true and complete copies thereof
      and all written responses thereto to each of the Holders); (ii) any
      request by the Commission or any other Federal or state governmental
      authority for amendments or supplements to such Registration Statement
      or Prospectus or for additional information; (iii) the issuance by the
      Commission of any stop order suspending the effectiveness of such
      Registration Statement covering any or all of the Registrable Securities
      or the initiation of any Proceedings for that purpose; (iv) the receipt
      by the Company of any notification with respect to the suspension of the
      qualification or exemption from qualification of any of the Registrable
      Securities for sale in any jurisdiction, or the initiation or
      threatening of any Proceeding for such purpose; and/or (v) the
      occurrence of any event or passage of time that makes the financial
      statements included in such Registration Statement ineligible for
      inclusion therein or any statement made in such Registration Statement
      or Prospectus or any document incorporated or deemed to be incorporated
      therein by reference untrue in any material respect or that requires any
      revisions to such Registration Statement, Prospectus or other documents
      so that, in the case of such Registration Statement or Prospectus, as
      the case may be, it will not contain any untrue statement of a material
      fact or omit to state any material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.
    

    

    

    
      
        

        

      

      
        
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      (d)  Amendments and Waivers. The provisions of this
      Agreement, including the provisions of this sentence, may not be
      amended, modified or supplemented, and waivers or consents to departures
      from the provisions hereof may not he given, unless the same shall be in
      writing arid signed by the Company and the Holders of the then
      outstanding Registrable Securities. Notwithstanding the foregoing, a
      waiver or consent to depart from the provisions hereof with respect to a
      matter that relates exclusively to the rights of certain Holders and
      that does not directly or indirectly affect the rights of other Holders
      may be given by Holders of at least a majority of the Registrable
      Securities to which such waiver or consent relates; provided,
      however, that the provisions of this sentence may not be amended,
      modified, or supplemented except in accordance with the provisions of
      the immediately preceding sentence.
    

    
      (e)  Notices. Any notice or request hereunder may be
      given to the Company or the Holders at the respective addresses set
      forth below or as may hereafter be specified in a notice designated as a
      change of address under this Section 7(e). Any notice or request
      hereunder shall be given by registered or certified mail, return receipt
      requested, hand delivery, overnight mail, Federal Express or other
      national overnight next day carrier (collectively, “Courier”)
      or telecopy (confirmed by mail). Notices and requests shall be, in the
      case of those by hand delivery, deemed to have been given when delivered
      to any party to whom it is addressed, in the case of those by mail or
      overnight mail, deemed to have been given three (3) business days after
      the date when deposited in the mail or with the overnight mail carrier,
      in the case of a Courier, the next business day following timely
      delivery of the package with the Courier, and, in the case of a
      telecopy, when confirmed. The address for such notices and
      communications shall be as follows:
    

    
    	
           
        	
          If to the Company:
        	
          To the address set forth under Company’s name set forth in Section
          12.6 of the Purchase Agreement
        
	

        	

        	
           
        
	

        	
          If to Holders:
        	
          To the address set forth under Holder’s name set forth in Section
          12.6 of the Purchase Agreement
        
	

        	

        	
           
        
	

        	
          If to any other Person who is then the registered Holder:
        	
          To the address of such Holder as it appears in the stock transfer
          books of the Company or such other address as may be designated in
          writing hereafter in accordance with this Section 7(e) by such
          Person.
        


    

    

    

    
      
        

        

      

      
        
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       (f)          Successors
      and Assigns. This Agreement shall inure to the benefit of and be
      binding upon the successors and permitted assigns of each of the parties
      and shall inure to the benefit of each Holder. The Company may not
      assign its rights or obligations hereunder without the prior written
      consent of each Holder. Each Holder may assign its respective rights
      hereunder in the manner and to the persons and entities as permitted
      under the terms of the applicable Securities.
    

    
      (g)  Execution and Counterparts. This Agreement may be
      executed in any number of counterparts, each of which when so executed
      shall be deemed to be an original and, all of which taken together shall
      constitute one and the same agreement. In the event that any signature
      is delivered by facsimile or electronic transmission, such signature
      shall create a valid binding obligation of the party executing (or on
      whose behalf such signature is executed) the same with the same force
      and effect as if such facsimile or electronic signature were the
      original thereof.
    

    
      (h)  Governing Law, Jurisdiction and Waiver of Jury Trial.
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
      CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES
      OF CONFLICTS OF LAW. The Company hereby consents and agrees that the
      state or federal courts located in the County of New York, State of New
      York shall have exclusion jurisdiction to hear and determine any
      Proceeding between the Company, on the one hand, and any Holder, on the
      other hand, pertaining to this Agreement or to any matter arising out of
      or related to this Agreement; provided, that the Holders and the
      Company acknowledge that any appeals from those courts may have to be
      heard by a court located outside of the County of New York, State of New
      York, and further provided, that nothing in this Agreement shall
      be deemed or operate to preclude any Holder from bringing a Proceeding
      in any other jurisdiction to collect the obligations, to realize on the
      Collateral (as defined in the Amended and Restated Security Agreement
      between the Company and the Purchasers dated as of the date hereof) or
      any other security for the obligations, or to enforce a judgment or
      other court order in favor of such Holder. The Company expressly submits
      and consents in advance to such jurisdiction in any Proceeding commenced
      in any such court, and the Company hereby waives any objection which it
      may have based upon lack of personal jurisdiction, improper venue or forum
      non conveniens. The Company hereby waives personal service of the
      summons, complaint and other process issued in any such Proceeding and
      agrees that service of such summons, complaint and other process may be
      made by registered or certified mail addressed to the Company at the
      address set forth in Section 7(e) and that service so made shall be
      deemed completed upon the earlier of the Company’s actual receipt
      thereof or three (3) days after deposit in the U.S. mails, proper
      postage prepaid. The parties hereto desire that their disputes be
      resolved by a judge applying such applicable laws. Therefore, to achieve
      the best combination of the benefits of the judicial system and of
      arbitration, the parties hereto waive all rights to trial by jury in any
      Proceeding brought to resolve any dispute, whether arising in contract,
      tort, or otherwise between any Holder and/or the Company arising out of,
      connected with, related or incidental to the relationship established
      between them in connection with this Agreement. If any party hereto
      shall commence a Proceeding to enforce any provisions of this Agreement,
      then the prevailing party in such Proceeding shall be reimbursed by the
      other party for its reasonable attorneys’ fees and other costs and
      expenses incurred with the investigation, preparation and prosecution of
      such Proceeding.
    

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

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

    

    

    
      
        

        

      

      
        
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      (k)                         Headings.
      The headings in this Agreement are for convenience of reference only and
      shall not limit or otherwise affect the meaning hereof.
    

    
      

      [Balance of page intentionally left blank; signature page follows]

    

    

    

    
      
        

        

      

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

    
    	
           
        	
          
            COMPANY:
          

        
	

        	
           
        
	

        	
          NET TALK.COM, INC.
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Anastasios Kyriakides
          

        
	

        	
          
            Name:
          

        	
          
            Anastasios Kyriakides
          

        
	

        	
          
            Title:
          

        	
          
            CEO and President
          

        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            HOLDER:
          

        
	

        	
           
        
	

        	
          VICIS CAPITAL MASTER FUND, a sub- trust of
        
	

        	
          Vicis Capital Series Master Trust
        
	

        	
          By: Vicis Capital LLC
        
	

        	

        	
           
        
	

        	

        	
           
        
	

        	
          
            By:
          

        	
          
            /s/ Shad Stastney
          

        
	

        	
          
            Name:
          

        	
          
            Shad Stastney
          

        
	

        	
          
            Title:
          

        	
          
            Member
          

        


    

    
      

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