OBERON SECURITIES
Exhibit
10.85
OBERON
SECURITIES
June
15,
2006
Xx.
Xxx
Xxxxxxxxx
Xfone,
Inc.
Britannia
House
000
Xxxx
Xxxx
Xxxxxx,
X00 0XX
Xxxxxx
Xxxxxxx
Fees
Due to Oberon Securities, LLC from Xfone, Inc. in connection with past services
and certain transactions
Dear
Xx.
Xxxxxxxxx:
Reference
is made to that certain Financial
Consulting Agreement by
and
among Xfone, Inc. and The Oberon Group, LLC, dated February 12, 2004 (as
amended, modified, supplemented, assigned or novated from time to time, the
“February 12, 2004 Agreement”).
This
letter serves as a negotiated agreement of all fees due to Oberon Securities,
LLC (“Oberon”) in conjunction with the acquisitions of I-55 Telecommunications,
LLC. and I-55 Internet Services, Inc. which shall be paid upon execution of
this
agreement.
The
following reflects the agreement between the parties with respect to total
and
final consideration due to Oberon pursuant to the February
12, 2004 Agreement
and
subsequent negotiations between the parties for said services /
transactions:
Common
Shares
- 90,000
restricted shares of common stock. A certificate representing the shares shall
be delivered to Oberon within 7 business days from the approval of the related
Additional Listing Application by the American Stock Exchange.
Warrants
- (i)
243,100 5-year warrants @ $2.86 strike price. (ii) 37,200 5-year warrants @
$3.34 strike price. Certificates representing the warrants shall be delivered
to
Oberon within 7 business days from the approval of the related Additional
Listing Application by the American Stock Exchange.
Cash
-
$38,100
which shall be paid to Oberon within 3 business days from execution of this
agreement.
All
common shares throughout this agreement and all shares underlying the warrants
throughout this agreement shall entitle their holder to one-time “piggyback”
registration rights. All warrants may be exchanged without the payment of any
additional consideration for Client’s stock based upon the values of the warrant
and the stock at the time of the exchange (i.e., net issuance).
I
look
forward to continuing to work with Xfone on its financing and M&A
needs.
Best
regards,
/s/
Xxxx Xxxxxxxxxx
Xxxx
Xxxxxxxxxx
Agreed
to
by:
/s/
Xxx Xxxxxxxxx
Xxx
Xxxxxxxxx
Xfone,
Inc.
President
and
Chief
Executive Officer
