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NET TALK.COM, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Changes in Control or Registrant

January 27, 2014

Item 1.01 Entry into a Material Definitive Agreement NET TALK.COM, INC. announced that netTALK executed a Redemption and Debt Restructuring Agreement with Vicis Capital Master Fund effective December 31, 2013 ("Vicis") to, among other things, extend the term of our loans to June 30, 2014 , with two additional one year extensions, and reduce the overall loan amount from approximately seventeen million dollars ( $17,000,000 ) to three million dollars ( $3,000,000 ). The restated loan accrues interest at six (6%) percent per annum. In addition, pursuant to the Redemption and Debt Restructuring Agreement, all shares and derivative securities including the Series A Convertible Preferred Stock, Series B Convertible Preferred Stock, Common Stock, and warrants to purchase shares of Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Vicis shall be returned to netTALK and cancelled. Item 5.01 Change of Control Pursuant to the terms of the Redemption and Debt Restructuring Agreement effective December 31, 2013 , Vicis shall return to netTALK for cancellation (i) 19,995,092 shares of the netTALK's common stock, $0.001 par value (the "Common Stock"), (ii) 500 issued and outstanding shares of netTALK's 12% Series A Convertible Redeemable Preferred Stock, par value $.001 per share, and (iii) common stock purchase warrants exercisable for 76,864,250 shares of common stock. Upon completion of the redemption and cancellation pursuant to the Redemption and Debt Restructuring Agreement, netTALK will have 41,324,221 shares of issued and outstanding common stock, $0.001 par value, of which 6,678,484 non-restricted and 34,645,737 restricted. ITEM 9.01 Exhibits The following exhibits are filed with this Form 8-K: Exhibit No.: Description: 10.01 Redemption and Debt Restructuring Agreement 10.02 Fourth Amended and Restated Agreement 10.03 6% Secured Promissory Note


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Source: Edgar Glimpses


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