HOWARD KENNEDY London W1A 2AW telephone +44(0)20 7636 1616 fax +44 (0)20 7491 2899 Ref : 007449/00010/H3143779.7
Exhibit
10.104
|
DATED
15 AUGUST 2007
and
SWIFTNET
LIMITED (2)
and
XFONE,
INC. (3)
|
XXXXXX
XXXXXXX
00
Xxxxxxxxx Xxxxxx
Xxxxxx
X0X 0XX
DX
00000 Xxxxxx Xxxxxx North
telephone x00(0)00
0000 0000
fax
x00 (0)00 0000 0000
Ref
: 007449/00010/H3143779.7
Contents
Clause
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1.
INTERPRETATION
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1
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2.
SALE AND PURCHASE
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2
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3.
PURCHASE CONSIDERATION
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2
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4.
COMPLETION
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2
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5.
WARRANTIES
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3
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6.
PROTECTION OF GOODWILL
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3
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7.
XFONE GUARANTEE
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4
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8.
CONFIDENTIALITY AND ANNOUNCEMENTS
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4
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9.
LATE PAYMENTS
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4
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10. FURTHER
ASSURANCE
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5
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11. WHOLE
AGREEMENT
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5
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12. COSTS
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5
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13. NOTICES
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5
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14. SEVERANCE
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6
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15. AGREEMENT
SURVIVES COMPLETION
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6
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16. SUCCESSORS
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6
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17. CONTRACTS
(RIGHTS OF THIRD PARTIES) XXX 0000
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6
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18. COUNTERPARTS
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6
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19. GOVERNING
LAW AND JURISDICTION
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6
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Schedule
1 Completion
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7
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Schedule
2 Power
of Attorney
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8
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THIS
AGREEMENT is dated 15 August 2007
PARTIES
|
(1)
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XXX
XXXXXXXXX of 00 Xxxxxxxxx Xxxxxxxx, Xxxxxx,
Xxxxxxxxxxxxx XX0 0XX, Xxxxxx Xxxxxxx
(“Seller”).
|
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(2)
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SWIFTNET
LIMITED incorporated and registered in England and
Wales with company number 02469394 whose registered office is at
Britannia House, 000 Xxxx Xxxx, Xxxxxx X00 0XX, Xxxxxx
Xxxxxxx (“Buyer”).
|
|
(3)
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XFONE,
INC. a company incorporated under the laws of the State of
Nevada, USA whose principal executive offices are at 0000 Xxxxxxxx
Xxxxx,
Xxxxx 000, Xxxxxxx, XX 00000, XXX
(“Xfone”).
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AGREED
TERMS
| 1. | INTERPRETATION |
|
1.1
|
The
definitions and rules of interpretation in this clause apply in this
Agreement.
|
Business
Days: means a day (other than Saturday, Sunday or public holiday) when
banks in London are open for business.
Buyer´s
Solicitors: XXXXXX XXXXXXX, 00 Xxxxxxxxx Xxxxxx,
Xxxxxx, X0X 0XX, Xxxxxx Xxxxxxx.
Company:
AURACALL LIMITED, a company incorporated and registered in England and Wales
with company number 04308459 whose registered office is at c/x Xxxxx Xxxxxxx
& Co, 00-00 Xxxxxxx Xxxxxx, Xxxxxx X0X 0XX, Xxxxxx Xxxxxxx.
Completion:
completion of the sale and purchase of the Sale Shares in accordance with this
Agreement.
Completion
Date: the date hereof.
Compromise
Agreement: means the agreed form compromise agreement that will be
entered into by the Seller and the Company on today’s date.
Deferred
Consideration: means the sum of £304,000 together with
Interest.
Encumbrance:
any interest or equity of any person (including any right to acquire, option
or
right of pre-emption) or any mortgage, charge, pledge, lien, assignment,
hypothecation, security, interest, title, retention or any other security
agreement or arrangement.
Initial
Consideration: means £500,000 payable in cash at Completion to the
Seller's Solicitors.
Intellectual
Property Rights: means all Intellectual Property used, or required to
be used, by the Company in, or in connection with its business and/or legally
or
beneficially owned by the Company.
Interest:
means the sum of £6,917.64.
Management
Team: means Xxxxxxxx Xxxxxxxx, Xxxxxxx Xxxx and Xxxx
Xxxxx.
Purchase
Consideration: means the Initial
Consideration and the Deferred Consideration to be paid by the Buyer to the
Seller in accordance with clause 3.
Sale
Shares: the 987 ordinary shares of £1 each in the
Company, all of which have been issued and are fully paid, beneficially owned
by
Seller.
Seller's
Solicitors: XXXXXXX XXXXXXX of 00 Xxxx
Xxxx, Xxxxxx, XX0 0XX, Xxxxxx Xxxxxxx.
|
1.2
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Clause
and schedule headings do not affect the interpretation of this
Agreement.
|
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1.3
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Words
in the singular include the plural and in the plural include the
singular.
|
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1.4
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A
reference to one gender includes a reference to the other
gender.
|
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1.5
|
References
to clauses and schedules are to the clauses and schedules of this
Agreement; references to paragraphs are to paragraphs of the relevant
schedule.
|
-1-
On
the
terms of this Agreement, the Seller shall sell and the Buyer shall buy, with
effect from Completion, the Sale Shares with full title guarantee, free from
all
Encumbrances and together with all rights that attach (or may in the future
attach) to them including, in particular, the right to vote and the right to
receive all dividends and distributions declared, made or paid on or after
the
date of this Agreement.
|
3.
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PURCHASE
CONSIDERATION
|
|
3.2
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The
Buyer shall pay:
|
|
3.2.1
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the
Initial Consideration on Completion;
and
|
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3.2.2
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the
Deferred Consideration by telegraphic transfer to the Seller’s Solicitors
(who are irrevocably authorised by the Seller to receive the same)
on the
following dates and in the following amounts (each individually an
“Instalment Payment” and together the “Instalment
Payments”):
|
|
No.
|
Date
|
Amount
of Instalment Payment (£)
|
|
1
|
28
September 2007
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45,677.34
|
|
2
|
31
October 2007
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44,842.08
|
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3
|
30
November 2007
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44,499.41
|
|
4
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31
December 2007
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44,313.80
|
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5
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31
January 2008
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44,092.49
|
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6
|
29
February 2008
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43,842.63
|
|
7
|
31
March 2008
|
43,649.88
|
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TOTAL
|
310,917.64
|
|
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4.
|
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4.1
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Completion
shall take place at the offices of Buyer’s Solicitors on 15 August 2007 or
such later date as the parties may agree in
writing.
|
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4.2
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At
Completion the Seller shall:
|
|
4.2.1
|
deliver
or cause to be delivered the documents and evidence set out in Part
1 of
Schedule 1; and
|
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4.2.2
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deliver
any other documents referred to in this Agreement as being required
to be
delivered by the Seller.
|
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4.3
|
At
Completion the Buyer shall pay the Initial Consideration to the Seller's
Solicitors (who are irrevocably authorised by the Seller to receive
the
same).
|
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4.4
|
As
soon as possible after Completion the Seller shall send to the Buyer
(at
the Buyer’s registered office for the time being) all records,
correspondence, documents, files, memoranda and other papers relating
to
the Company not required to be delivered at
Completion.
|
-2-
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5.
|
WARRANTIES
|
|
5.1
|
The
Buyer and Xfone are entering into this Agreement on the basis of,
and in
reliance on, the following
warranties:
|
|
5.1.1
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the
Seller is the sole legal and beneficial owner of the Sale
Shares;
|
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5.1.2
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the
Sale Shares are free from all Encumbrances and no commitment has
been
given to create an Encumbrance affecting the Sale Shares;
and
|
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5.1.3
|
there
are no agreements or arrangements in force, other than this Agreement,
which grant to any person or entity the right to call for the issue,
allotment or transfer of any share or loan capital of the
Company.
|
|
6.1
|
For
the purpose of this Clause 6, the following terms shall have the
following
meanings:
|
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6.1.1
|
Relevant
Period shall mean the period of 12 months prior to the date of execution
of this Agreement.
|
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6.1.2
|
Restricted
Business shall mean the business of providing international low cost
telecommunication (including, but not limited to calls from land
lines,
calls from mobile phones, conference facilities and the provision
of a fax
carrier service) for residential and/or business
customers.
|
|
6.1.3
|
Restricted
Territories shall mean any territory that the Seller conducted Restricted
Business for the Company during the Relevant
Period.
|
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6.2
|
The
Seller undertakes to the Buyer that without the written consent of
the
Buyer:-
|
|
6.2.1
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for
a period of 3 years from Completion he will not in any capacity whatsoever
directly or indirectly carry on or assist in carrying on or be engaged,
concerned or interested in any activity or undertaking which is the
same
as, substantially similar to, or competes directly or indirectly
with the
business of the Company within the Restricted Territories in relation
to
the Restricted Business; and
|
|
6.2.2
|
for
a period of 3 years from Completion he will not for the purpose of
any
business supplying services competing with the Restricted Business
canvass, solicit or endeavour to entice away from the Company any
person
who during the Relevant Period has been a customer of the Company
or has
employed its services or who has been canvassed by the Company (otherwise
than by general advertising) with a view to becoming a customer of
the
Company; and
|
|
6.2.3
|
for
a period of 3 years from Completion he will not canvass, solicit
or endeavour to entice away from the Company, employ or offer employment
to, or employ or engage any employee, who is a member of the Management
Team and who is employed at the date of this Agreement and/or at
Completion nor do any act or thing likely to have the effect of causing
any such employee to terminate his employment with the Company whether
or
not such employee would thereby breach his contract of employment;
and
|
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6.2.4
|
he
will not at any time in connection with any business carried on by
him or
otherwise howsoever use directly or indirectly or authorise any person
to
use directly or indirectly any of the Intellectual Property Rights
including any of the names or words "AURACALL" or any
names or words similar to or likely to be confused with them or use
any
distinctive xxxx, style or logo used by the Company or any xxxx,
style or
logo similar to or likely to be confused with them in any manner
which is
likely to or may result in confusion between or other association
with the
business, goods, services or other activities of the Company including
by
using the name "AURACALL" as part of a corporate name,
trade name or otherwise.
|
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6.3
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Nothing
in Clause 6 shall prevent the Seller from owning not more than 3%
of any
class of the issued share capital of a company which is dealt in
on a
recognised investment exchange (as defined in the Financial Services
and
Markets Act 2000), provided that nothing in this sub-clause shall
apply to
any shares held by the Seller in
Xfone.
|
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6.4
|
The
Seller has taken independent legal advice and acknowledges that he
considers the undertakings contained in Clause 6 reasonable and necessary
for the proper protection of the business of the Company and further
acknowledges that damages would not be an adequate remedy for breach
of
such undertakings.
|
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6.5
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Each
of the undertakings contained in Clause 6 is separate and severable
and
shall be construed on that basis. In the event that any of such
undertakings is found to be void but would be valid if some part
of it
were deleted or if the period or extent of it were reduced such
undertaking shall apply with such modification as may be necessary
to make
it valid and effective.
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-3-
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7.
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XFONE
GUARANTEE
|
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7.1
|
In
consideration of the Seller entering into this Agreement, Xfone hereby
guarantees to the Seller that the Buyer will fully comply with all
of its
obligations hereunder.
|
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7.2
|
Without
prejudice to the generality of the foregoing, Xfone guarantees to
the
Seller the due and punctual payment by the Buyer of the Deferred
Consideration payable under this Agreement and any interest or other
payments due as a result of any breach or
default.
|
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7.3
|
The
giving of time to the Buyer or the neglect or forbearance of the
Seller in
requiring or enforcing payment of any monies or interest due under
this
Agreement shall not in any way prejudice or affect the guarantee
or
obligations of Xfone under this
clause.
|
|
7.4
|
Xfone
is to be considered a principal debtor for all sums guaranteed to
be paid
hereunder and shall not be entitled to exercise any right of set
off or
counterclaim against the Seller in relation to any monies due
hereunder.
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8.
|
CONFIDENTIALITY
AND ANNOUNCEMENTS
|
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8.1
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Except
so far as may be required by law, without the prior written consent
of the
Buyer, the Seller shall not at any time disclose to any person, or
use to
the detriment of the Company this Agreement or any trade secret or
other
confidential information which it holds in relation to the Company
and its
affairs.
|
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8.2
|
The
Buyer confirms to the Seller to keep confidential the terms of this
Agreement and all information that it has acquired about the Seller
and to
use the information only for the purposes contemplated by this
Agreement.
|
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8.3
|
No
party shall make any announcement relating to this Agreement or its
subject matter without the prior written approval of the other
party.
|
|
8.4
|
The
restrictions in clauses 8.1, 8.2 and 8.3 shall not apply to the Buyer
or
Xfone to the extent that:
|
|
8.4.1
|
an
announcement is required by law, by any stock exchange or any regulatory
or other supervisory body or authority of competent jurisdiction,
whether
or not the requirement has the force of law;
and/or
|
|
8.4.2
|
it
relates to the press announcement that the parties have agreed to
make, in
the agreed form, to be made promptly after the signing of this
Agreement.
|
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9.1
|
If
the Buyer defaults in the payment when due of any sum payable under
this
Agreement, the liability shall be increased to include interest on
the
balance of such sum outstanding from time to time from the date when
such
payment is due until the date of actual payment at a rate per annum
of 3%
above the base rate from time to time of The Royal Bank of Scotland
plc.
Such interest shall accrue on a daily
basis.
|
-4-
|
10.
|
FURTHER
ASSURANCE
|
The
Seller shall (at its expense) promptly execute and deliver all such documents,
and do all such things, as the Buyer may from time to time reasonably require
for the purpose of giving full effect to the provisions of this
Agreement.
|
11.
|
|
11.1
|
This
Agreement, and any documents referred to in it, constitute the whole
agreement between the parties and supersede any arrangements,
understandings or previous agreements between them relating to the
subject
matter they cover.
|
|
11.2
|
Nothing
in this Clause 11 operates to limit or exclude any liability for
fraud.
|
|
12.
|
Unless
otherwise provided, all costs in connection with the negotiation, preparation,
execution, and performance of this Agreement and any documents referred to
in
it, shall be borne by the party that incurred the costs.
|
13.
|
NOTICES
|
|
13.1
|
Any
notice or other communication required to be given under this Agreement
or
in connection with the matters contemplated by it shall, except where
otherwise specifically provided, be in writing in the English language
and
shall be addressed as provided in clause 13.2 and may
be:
|
|
13.1.1
|
personally
delivered, in which case it shall be deemed to have been given upon
delivery at the relevant address;
|
|
13.1.2
|
if
within the United Kingdom, sent by first class pre-paid post, in
which
case it shall be deemed to have been given 2 Business Days after
the date
of posting;
|
|
13.1.3
|
if
from or to any place outside the United Kingdom, sent by pre-paid
priority
airmail, in which case it shall be deemed to have been given 7 Business
Days after the date of posting; or
|
|
13.1.4
|
sent
by fax, in which case it shall be deemed to have been given when
despatched, subject to confirmation of uninterrupted transmission
by a
transmission report provided that any notice despatched after 17:00
hours
(at the place where such fax is to be received) on any day shall
be deemed
to have been received at 09:00 on the next Business
Day.
|
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13.2
|
The
addresses and other details of the parties
are:
|
|
13.2.1 For
the Buyer:
|
Xxxx
Xxxxxx
|
|
13.2.2 Address:
|
Britannia
House, 000 Xxxx Xxxx, Xxxxxx
|
|
X00
0XX, Xxxxxx Xxxxxxx
|
|
|
13.2.3 Fax
number:
|
000
0000 0000
|
|
13.2.4 For
Xfone:
|
Xxx
Xxxxxxxxx
|
|
13.2.5 Address:
|
0000
Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX
|
|
00000,
XXX
|
|
|
13.2.6 Fax
number:
|
00
000 00000000
|
|
13.2.7 For
the Seller:
|
Xxx
Xxxxxxxxx c/o Xxx Xxxx
|
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13.2.8 Address:
|
Xxxxxxx
Xxxxxxx of 00 Xxxx Xxxx, Xxxxxx, XX0
|
|
0XX,
Xxxxxx Xxxxxxx
|
|
|
13.2.9 Fax
number:
|
000
0000 0000
|
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13.3
|
Any
party to this Agreement may notify the other parties of any change
to its
address or other details specified in clause 13.2 provided that such
notification shall only be effective on the date specified in such
notice
or 5 Business Days after the notice is given, whichever is the
later.
|
-5-
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14.
|
|
14.1
|
If
any provision of this Agreement (or part of a provision) is found
by any
court or administrative body of competent jurisdiction to be invalid,
unenforceable or illegal, the other provisions shall remain in
force.
|
|
14.2
|
If
any invalid, unenforceable or illegal provision would be valid,
enforceable or legal if some part of it were deleted, the provision
shall
apply with whatever modification is necessary to give effect to the
commercial intention of the
parties.
|
This
Agreement (other than obligations that have already been fully performed)
remains in full force after Completion.
|
16.
|
The
rights and obligations of the Seller and the Buyer under this Agreement shall
continue for the benefit of, and shall be binding on, their respective
successors and assigns.
|
17.
|
CONTRACTS
(RIGHTS OF THIRD PARTIES) ACT
1999
|
A
person
who is not a party to this Agreement shall have no rights under the Contracts
(Rights of Third Parties) Xxx 0000 to rely upon or enforce any term of this
Agreement provided that this does not affect any right or remedy of the third
party which exists or is available apart from that Act.
|
18.
|
COUNTERPARTS
|
This
Agreement may be executed in any number of counterparts, each of which is an
original and which together have the same effect as if each party had signed
the
same document.
|
19.1
|
This
Agreement and any disputes or claims arising out of or in connection
with
its subject matter are governed by and construed in accordance with
the
law of England.
|
|
19.2
|
The
parties irrevocably agree that the courts of England have exclusive
jurisdiction to settle any dispute or claim that arises out of or
in
connection with this Agreement.
|
This
Agreement has been entered into on the date stated at the beginning of
it.
-6-
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|
Part
1.What the Seller shall deliver to the Buyer at
Completion
|
|
1.1
|
transfers
of the Sale Shares executed by the Seller in favour of the
Buyer;
|
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1.2
|
the
share certificates for the Sale Shares in the name of the Seller or
an indemnity in the agreed form for any lost
certificates;
|
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1.3
|
in
relation to the Company, the statutory registers and minute books
(written
up to the time of Completion), certificate of incorporation and any
certificates of incorporation on change of
name;
|
|
1.4
|
the
written resignations of Xxx Xxxxxxxxx and Xxx Xxxxxxxxx as directors
of
the Company and Xxxxxx Xxxxxx De Vries as company secretary, executed
as a
deed and in a form acceptable to the
Buyer.
|
|
1.5
|
the
executed Compromise Agreement in the agreed form, confirming the
Seller’s
employment by the Company will terminate on the date of this
Agreement.
|
|
1.6
|
the
executed power of attorney in the form set out in Schedule 2 executed
by
the Seller.
|
-7-
Schedule
2 Power of Attorney
POWER
OF ATTORNEY
THIS
POWER OF ATTORNEY is made the day
of 2007 by XXX
XXXXXXXXX (the “Seller”) of 00 Xxxxxxxxx Xxxxxxxx,
Xxxxxx, Xxxxxxxxxxxxx, XX0 0XX.
WHEREAS:
(A) The
Seller is the registered holder of 987 ordinary shares of £1 each (the
“Shares”) in the capital of Auracall Limited (the
“Company”).
(B) By
an agreement dated 15 August 2007 (the “Share Purchase
Agreement”) made between the Seller and Swiftnet Limited (the
“Buyer”), the Seller agreed to sell the Shares to the
Buyer.
(C) To
secure the interest of the Buyer in the Shares, the Seller has agreed to appoint
the Buyer as its attorney on the terms set out in this power of
attorney.
NOW
THIS DEED WITNESSETH as follows:
|
1
|
Unless
otherwise specified:
|
|
|
(a)
|
the
rule known as the ejusdem generis rule shall not apply and
accordingly general words introduced by the word “other” shall not be
given a restrictive meaning by reason of the fact that they are preceded
by words indicating a particular class of acts, matters or things;
and
|
|
|
(b)
|
general
words shall not be given a restrictive meaning by reason of the fact
that
they are followed by particular examples intended to be embraced
by the
general words.
|
|
2
|
To
secure the interest of the Buyer in the Shares, the Seller irrevocably
and
by way of security appoints the Buyer as its attorney with authority
on
its behalf and in its name or otherwise to exercise all rights, powers
and
privileges attaching to the Shares or otherwise capable of being
exercised
by the registered holder of the Shares and for such purpose to do
all such
acts and things and to execute all such deeds and other documents
as the
Buyer shall consider necessary or desirable pending registration
of the
Shares into the name of the Buyer (or some other person nominated
by the
Buyerr) including all or any of the following (in each case in such
manner
and on such terms as the Buyer in its absolute discretion shall think
fit):
|
|
2.1
|
to
attend, participate in and direct the exercise of any voting rights
attaching to the Shares at any general meeting, class meeting or
other
meeting at which such rights are capable of being
exercised;
|
|
2.2
|
to
approve, complete, or otherwise sign or execute any requisition of
any
meeting, consent to short notice, proxy, written resolution, agreement
of
the members of the Company (or any of them) or other document capable
of
being signed by the registered holder of the
Shares;
|
|
2.3
|
to
sell, transfer, exchange or otherwise dispose of all or any of the
Shares
and for this purpose to enter into any contract for such sale or
disposition on such terms (including the giving of such warranties
and
indemnities) and subject to such conditions as the Buyer may in its
absolute discretion think fit;
|
|
2.4
|
to
receive or authorise the receipt of the consideration for a sale
or
disposition of all or any of the Shares and to execute any transfer,
renunciation or other document as the Buyer may consider necessary
or
desirable for selling, transferring, exchanging or otherwise disposing
of
the Shares or any interest in the Shares or arising out of the
Shares;
|
|
2.5
|
to
agree to any compromise or arrangement affecting the Shares and to
use any
lawful means that may appear to the Buyer necessary or desirable
in order
to safeguard the interests, or enforce the rights, of the registered
holder of the Shares; and
|
|
2.6
|
to
sign, endorse or otherwise execute all receipts, dividend and interest
warrants, cheques, releases, discharges or other deeds or documents
whatsoever that the Buyer may consider necessary or desirable in
the
circumstances.
|
|
3
|
The
Seller hereby undertakes not to exercise any of the rights, powers
and
privileges attaching to the Shares or otherwise capable of being
exercised
by the registered holder of the Shares or conferred on the Buyer
by this
power of attorney without the consent of the
Buyer.
|
|
4
|
The
Buyer shall with the prior written consent of the Seller, have the
power
to appoint and remove a substitute (who shall not have the power
of
substitution) and to act concurrently with a
substitute.
|
|
5
|
The
Seller hereby undertakes that it
shall:
|
|
5.1
|
hold
the Shares upon trust for the Buyer as beneficial
owner.
|
|
5.2
|
account
to the Buyer for all dividends, interest, bonuses, distributions
or other
sums whatsoever paid to the Seller in respect of the Shares;
and
|
|
5.3
|
deliver
to the Buyer any notice, letter or other document of any nature whatsoever
relating to the Shares as soon as reasonably practicable after receipt
of
the same.
|
|
6
|
This
appointment is irrevocable until the expiration of the earlier of
the date
falling two months from the date hereof or the date on which the
Buyer is
entered in the register of members of the Company, after which it
shall be
deemed to be revoked and shall lapse and cease to be of any
effect.
|
|
7
|
This
power of attorney is to be governed by and construed in accordance
with
English law.
|
|
8
|
The
courts of England are to have exclusive jurisdiction to settle any
dispute
arising out of or in connection with this power of
attorney. Any proceeding, suit or action arising out of or in
connection with this power of attorney (“Proceedings”) may be brought in
the English courts.
|
|
9
|
The
Buyer and the Seller both irrevocably submit and agree to submit
to the
jurisdiction of the English courts in which Proceedings may be brought
in
accordance with this clause.
|
IN
WITNESS of which this power of attorney has been executed and delivered
as a deed on the date which appears on page 1 above.
|
Executed
as a deed by
XXX
XXXXXXXXX
In
the presence of:
|
)
)
)
|
|
| XXX XXXXXXXXX | ||
|
Signature
of Witness
|
|
|
|
Name
of Witness
|
|
|
|
Address
of Witness
|
|
|
|
Occupation
|
|
-8-
|
Signed
as a deed by
XXX
XXXXXXXXX
in
the presence of
|
/s/
Xxx Xxxxxxxxx
XXX
XXXXXXXXX
.......................................
Xxx
Xxxxxxxxx
/s/
Xxxxxxx Xxxx
……………………………
Signature
of Witness
XXXXXXX
XXXX
Name
of Witness
00
XXXX XXXX XXXXXX
XX0 0X0
XXXXXX
XXXXXXX
Address
of Witness
SOLICITOR
Occupation
|
|
Signed
as a deed by
SWIFTNET
LIMITED
acting
by two directors or
a
director and secretary
|
/s/
Xxxxxxx Xxxxxx
XXXXXXX
XXXXXX
.......................................
Director
/s/
Xxxx Xxxxxx
XXXX
XXXXXX
……………………………
Director
|
|
Signed
as a deed by
XFONE,
INC.
|
/s/
Xxxxxxx Xxxxxx
XXXXXXX
XXXXXX
.......................................
Chairman
of the Board
/s/
Xxx Xxxxxxxxx
XXX
XXXXXXXXX
.......................................
President
and C.E.O.
|
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