Ex. 10.7 Agreement with Campeltown Business Ltd.
Campbeltown Business Ltd.
July 30, 2001
Xfone, Inc.
Via Telefax
Dear Sirs:
This will confirm our understanding concerning the Stock Purchase Agreement
between Campbeltown Business Ltd (Cambeltown) and Swiftnet Ltd (Swiftnet) dated
June 19, 2000.
1. Paragraphs 1, 2 and 3 have been satisfied.
2. No options have been granted under 4.2 and 4.3.
3. The current rights of Xx. Xxxx referenced in 4.4 are set forth in
Attachment A.
4. Paragraph 5 now refers to the SB-2 to be filed by Xfone, Inc., a Nevada
corporation (Xfone).
5. Paragraphs 6 and 7 mean 18 months after the stock of Xfone is listed for
trading on the OTCBB.
6. All shares to be issued under Paragraph 8 have been issued and no further
shares are issuable under the provisions of that paragraph.
7. Paragraph 9 has been satisfied.
8. In paragraph 10, USC means Xfone and Adar group transaction means listing
on the OTCBB.
9. In paragraph 11, USC means Xfone and the right extends to the president or
vice president, as Campbeltown shall choose.
10. Paragraphs 12 and 13 now refer to the right to buy an amount of shares
equal to 10% of the issued and outstanding shares of Xfone on the date of
listing on the OTCBB. The date remains the same. After the stock of Xfone
is listed and traded on the OTCBB the option is only exercisable for shares
of Swiftnet or Xfone. After the stock of Xfone is listed and traded on the
OTCBB, Campbeltown can only exercise this option with Swiftnet or Xfone.
However, to the extent exercised with Xfone, Xx. Xxxxxx has the right to
require Xfone to use the proceeds from the exercise of this option to
repurchase an amount of his shares up to the total number of shares
purchased from Xfone by Campbeltown at the same price for share within 30
days after the exercise of this option by Campbeltown. The option may still
be exercised in whole or in part until it expires.
11. Under Paragraph 14, to the extent Xfone sells or otherwise issues stock to
Xx. Xxxxxx, Campbeltown has the right to purchase or acquire such number of
shares in Xfone on the same terms and conditions such that the relative
percentage ownership of Keinan and Campbeltown in Xfone remains the same.
12. Under paragraph 15, Campbeltown has a right of first refusal on any
securities offering by Xfone until Dec. 31, 2005 so long as it owns more
than 4% of Xfone's issued and outstanding stock.
13. Campbeltown has reviewed and agreed to all stock issuances by Xfone up to
and including those on or before the date of this letter agreement,
including but not limited to those to Xxxxxxxx Xxxxxx & Xxxxxx for legal
services.
14. All rights given to Campbeltown in respect to Swiftnet Ltd remain.
15. Paragraphs 18 and 19 remain.
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Campbeltown Business Ltd.
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Xfone, Inc.
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Swiftnet Ltd.
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Xxxxxxx Xxxxxx
