ADDENDUM AND CLARIFICATION TO AGREEMENT
PREPARED AND SIGNED ON SEPTEMBER 13, 2004
This document (hereinafter: "the Addendum to the Agreement") constitutes an
addition and clarification to the Agreement (hereinafter: "the Agreement")
prepared and signed on August 26, 2004, between XFONE COMMUNICATION LTD., PCN
513533430 (hereinafter: "the Company"), XFONE, INC. (hereinafter: "XFONE INC."),
and XXXX XXXXXXXX, I.D. No. 54735386 (hereinafter: "the Investor").
1. It is hereby agreed that XFONE INC. shall indemnify the Investor for any
damage caused to him due to the forfeiture of the Other Bank Guarantee (as
defined in the Agreement) by the Ministry of Communication on account of
any act and/or omission of the Company, provided that the said act or
omission is performed against the opinion of the Investor or without his
knowledge.
2. It is hereby agreed that if at the end of the first two years of the
Company's business activity the Company's business turnover shall be less
than two million US dollars ($2,000,000), or if the Company shall cease
business activity (at any time), XFONE INC. shall secure the return of the
Other Bank Guarantee (as defined in the Agreement) to the Investor.
3. With respect to clause 6 of the Agreement, it is hereby agreed that the
Shareholder Loan of the Investor and the Shareholder Loan of XFONE INC.
(as defined in the Agreement) shall be given for a period of four (4)
years, save where otherwise agreed by the parties, at an annual rate of
interest of 4% and linked to the Consumer Price Index.
4. For the avoidance of doubt, it is hereby clarified that any additional
capital raising for the Company (as stated in clause 8 of the Agreement)
and dilution of holdings (as stated in clause 9 of the Agreement), may
only occur after the Shareholder Loan of the Investor and the Shareholder
Loan of XFONE INC. (as defined in the Agreement) are utilized by the
Company.
5. The Addendum to the Agreement constitutes an integral part of the
Agreement, and without derogating from the generality of the foregoing,
any cancellation of the Agreement in the circumstances described in clause
23 and 24 of the Agreement shall result in the annulment of the Addendum
to the Agreement.
As testimony the sides affix their signatures:
XFONE COMMUNICATION LTD.
/s/ Xxxxxx Xxxx
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By: Xxxxxx Xxxx
Managing Director
/s/ Xxxx Xxxxxxx
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By: Xxxx Xxxxxxx
Legal Advisor
XFONE, INC.
/s/ Xxx Xxxxxxxxx
----------------------
By: Xxx Xxxxxxxxx
President and Chief Executive Officer
XXXX XXXXXXXX
/s/ Xxxx Xxxxxxxx
----------------------
By: Xxxx Xxxxxxxx
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