AGREEMENT
AGREEMENT
This
agreement is made and entered into as of January 29, 2010, by and between Xfone,
Inc., whose principal executive offices are at 0000 X Xxxx 000, Xxxxxxx, XX
00000, U.S. (“Xfone”), and Xxxxxxx Xxxxxx, whose address is at 0 Xxxxxxx
Xxxxxxx, Xxxxxx XX00 0XX, XX (“Xxxxxxx”).
RECITALS
WHEREAS, on March 28, 2007,
Xfone and Xxxxxxx entered into a consulting agreement (the “Consulting
Agreement”) pursuant to which, among others, Xxxxxxx is entitled to receive from
Xfone monthly fees and an appropriate severance package; and
WHEREAS, on January 29, 2010,
Xfone, Xxxxxxx and AMIT K LTD (a company owned and controlled by Xxxxxxx)
(“AMIT”) entered into an agreement (the “Purchase Agreement”) pursuant to which
Xxxxxxx, through AMIT, shall purchase from Xfone the UK Subsidiaries (as that
term is defined in the Purchase Agreement) (the “Transaction”); and
WHEREAS, subject to and upon
the consummation of the Transaction, Xfone and Xxxxxxx wish to terminate the
Consulting Agreement.
NOW, THEREFORE, in
consideration of the above premises and the respective representations,
warranties, agreements and conditions herein set forth, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement (each, a “Party” and collectively
the “Parties”), intending to be legally bound, hereby agree as
follows:
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1.
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Termination
of the Consulting Agreement. Subject to and upon the
consummation of the Transaction:
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a.
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The
Consulting Agreement, including Abraham’s right to enter into a severance
agreement, shall be terminated.
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x.
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Xxxxxxx
waives the monthly fees and the appropriate severance package due to
Xxxxxxx pursuant to the Consulting
Agreement.
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c.
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Xfone
shall pay to Xxxxxxx two months' fees which are unpaid and due to Xxxxxxx
as of the date of this Agreement pursuant to the Consulting Agreement, in
an aggregate amount of £32,000, as well as any additional monthly fees due
to Xxxxxxx and unpaid as of the consummation of the Transaction under the
Consulting Agreement.
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2.
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Abraham's
Directorship. Upon the consummation of the Transaction
and for as long as Xxxxxxx remains a director of Xfone, Xxxxxxx shall be
deemed a non-independent director and shall not be entitled to any
compensation in connection with his
directorship.
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3.
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Release
and Discharge of Actions and Claims. Unless otherwise agreed upon
in this Agreement, each Party releases and discharges the other Party,
including its subsidiaries, directors, officers, affiliates, employees,
attorneys, successors and assigns, of and from any and all manner of
action and actions, causes and causes of action, claims, controversies,
contracts, torts, debts, damages or demands whatsoever, that it has had,
now has, or may in the future have, arising out of or related to the
Consulting Agreement.
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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the date first above written.
/s/
Xxx
Xxxxxxxxx
Xfone,
Inc.
/s/
Xxxxxxx Xxxxxx
Xxxxxxx
Xxxxxx
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