Net Talk.Com, Inc. (NTLK)

[brunners]

3.5. Resignations. At the Closing, each of Bishay, Bishara, and AlJazrawi (the
“Bishay Parties”) shall resign from all positions with the Company, including as officers and/or members
of the Board of Directors and any committees of the Company, effective as of October 16, 2014, the date
the NetTalk Defendants ceased business communication with the Bishay Parties as executives or directors.
Each of the Bishay Parties shall submit their respective resignations in the form attached hereto as Exhibit
B (the “Resignations”).
3.6. Delivery of Securities to be Cancelled. At the Closing, all securities of the
Company beneficially owned or held of record by either any of the Telestrata Parties and/or the Bishay
Parties (which for the avoidance of doubt shall constitute all securities ever owned by either any of the
Telestrata Parties or the Bishay Parties) shall be cancelled and cease to exist and in connection therewith,
at the Closing, all certificates and other instruments evidencing such securities (the “Certificates”)
including, without limitation, the securities listed on Exhibit C hereto (the “Securities”) shall be delivered,
transferred and otherwise assigned to the Company, for cancellation by the Company.