REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of November 20, 2001, by and
between iVoice.com, Inc., a company organized under the laws of state of Delaware, with its principal executive
office at 750 Highway 34, Matawan, NJ 07747 (the "Company"), and the undersigned (the "Investor").
WHEREAS, upon the terms and subject to the conditions of the Subscription Agreement between the Investor
and the Company (the "Subscription Agreement"), the Company has agreed to issue and sell to the Investor
convertible debentures of the Company (the "Debentures"), which will be convertible into shares of the Class A
common stock, $.001 par value per share (the "Common Stock"), of the Company upon the terms and subject
to the conditions of such Debentures; and
WHEREAS, To induce the Investor to execute and deliver the Subscription Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, or any similar successor statute (collectively, the "1933 Act"), and applicable state
securities laws, with respect to the shares of Common Stock issuable pursuant to the Subscription Agreement
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained hereinafter
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Investor hereby agree as follows:
As used in this Agreement, the following terms shall have the following meanings:
a. "Closing Date" means the date funds are received by the Company or its designated attorney pursuant to the
b. "Holder" means the Investor.
c. "Person" means a corporation, a limited liability company, an association, a partnership, an organization, a
business, an individual, a governmental or political subdivision thereof or a governmental agency.
d. "Potential Materia