EXHIBIT
10.05




REGISTRATION
RIGHTS AGREEMENT
  
 This
Registration Rights Agreement is made and entered into as of July 20, 2009 (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 is made pursuant to the Securities Purchase Agreement, dated as of the
date hereof between the Company and the Purchasers (as defined therein) (the
“Purchase
Agreement”).
  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.
  “Debentures” means the 12%
Senior Secured Convertible Debenture issued to the Purchaser pursuant to the
Purchase Agreement.
  “Exchange Act” means the
Securities Exchange Act of 1934, as amended, and any successor
statute.
  “Holder” or “Holders” means the
Purchasers or any of its affiliates or transferees to the extent any of them
hold Registrable Securities, other than those purchasing Registrable Securities
in a market transaction.
  “Indemnified Party” has the
meaning set forth in Section 5(c).
  “Indemnifying Party” has the
meaning set forth in Section 5(c).
  “Public Date”means the date
on which the Company shall have completed an initial public offering of its
securities or shall through completion of a reverse merger transaction or
otherwise have become a reporting company under the Exchange Act.
  “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 issuable upon conversion or exercise of the
following securities: (i) the Debenture and (ii) the Series C Common Stock
Purchase Warrants exercisable for 2,000,000 shares of common stock, with an
exercise price equal to $0.50 (subject to adjustment).
 
 “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.
  “Securities Act” means the
Securities Act of 1933, as amended, and any successor statute.
  2.           
  Piggy-Back
Registration.
  (a)           If
at any time after the Public Date, 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.
  2
 (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).
  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;
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 (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;
  (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;
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 (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 NASD, 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.
  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 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.
  5
 (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.
  (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.
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 (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) the Holders,
or any officer, director or controlling person of the Holders, 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 the Holders
or such officer, director or controlling person of the Holders in circumstances
for which indemnification is provided under this Section 5; then, and in each
such case, the Company and the Holders 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 the 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) the Holders will not 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 10(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such fraudulent misrepresentation.
  (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).
  7
 (b)           The
Debenture and the shares of Common Stock issuable upon the conversion of the
Debenture 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 of the Debenture 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 of the Debenture.
  (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.
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 (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.
  (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 be given,
unless the same shall be in writing and 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:
 
 9
 If to the
      Company:
              Net
      Talk.com, Inc.
 1100 NW
163 Drive
 Miami,
Florida 33169
 
 Fax: (305)
621-1201
 Attention:
Anastasios Kyriakides
 
 If to Holders:  To
the address set forth under Holder’s name on the signature page
hereto
  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.
  (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 their respective rights hereunder in
the manner and to the persons and entities as permitted under the Debenture or
Warrants.
  (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.
  10
 (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 the Holders, 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 the Holders
from bringing a Proceeding in any other jurisdiction to collect the obligations,
to realize on the Collateral or any other security for the obligations, or to
enforce a judgment or other court order in favor of the Holders. 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(f) 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 the Holders and/or the Company arising out of, connected with,
related or incidental to the relationship established between then in connection
with this Agreement.  If either 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.
  (k)           Headings. The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect the meaning hereof.
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 IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above.
   NET
      TALK.COMBy:
                                              /s/ Anastasios
KyriakidesName:
      Anastasios Kyriakides, Chief Executive OfficerDEBT
      OPPORTUNITY FUND, LLLPBy:
                                              /s/ Sean M. LyonsName:  Sean
      M. LyonsTitle:
      Managing MemberAddress
      for Notices:










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