REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Securities Purchase Agreement”) calling for the issuance by the Company of a convertible term note in the aggregate principal amount of US$2,000,000 and warrants, and pursuant to the Note and the Warrants referred to therein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 28, 2005, among Xfone, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and XFONE, INC. Dated: September 27, 2005Securities Purchase Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 27, 2005, by and between XFONE, INC., a Nevada corporation (the “Company”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2005, among Xfone, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractSecured Convertible Term Note • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XFONE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of XFONE, INC.Securities Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Xfone, Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock, par value $.001 per share, of the Company (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FUNDS ESCROW AGREEMENTFunds Escrow Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
This Agreement (this “Agreement”) is dated as of the 27th day of September 2005 among XFONE, INC., a Nevada corporation (the “Company”), Laurus Master Fund, Ltd. (the "Purchaser"), and Loeb & Loeb LLP (the "Escrow Agent"):
ESCROW AGREEMENTEscrow Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of September 28, 2005, by and among Xfone, Inc., a corporation incorporated under the laws of Nevada (the “Company”), the purchasers signatory hereto (each a “Purchaser” and together the “Purchasers”), and Feldman Weinstein LLP, with an address at 420 Lexington Avenue, New York, New York 10170-0002 (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Securities Purchase Agreement referred to in the first recital.
SUBSIDIARY GUARANTYSubsidiary Guaranty • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of XFONE, INC., a Nevada corporation (the “Debtor”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of the Debtor to Laurus and of all instruments of
ContractCommon Stock Purchase Warrant • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE SHARES OF COMMON STOCK UNDERLYING ITS EXERCISE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO XFONE, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Laurus Master Fund, Ltd. c/o Laurus Capital Management, LLCSecurities Purchase Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec
Reference is made to that certain Securities Purchase Agreement, dated as of September 27, 2005 (as amended, modified or supplemented from time to time, the “Purchase Agreement”), between Xfone, Inc., a Nevada corporation (“Xfone”), and Laurus Master Fund, Ltd. (“Laurus”), pursuant to which Xfone issued to Laurus a Secured Convertible Term Note in the aggregate principal amount of Two Million Dollars ($2,000,000) (as amended, modified or supplemented from time to time, the "Note"). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement or the Note, as applicable.
XFONE, INC. AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENTMaster Security Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
STOCK PLEDGE AGREEMENTStock Pledge Agreement • October 3rd, 2005 • Xfone Inc • Communications services, nec • New York
This Stock Pledge Agreement (this “Agreement”), dated as of September 27, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), XFONE, INC., a Nevada corporation (the “Company”), and each of the other undersigned parties (other than the Pledgee) (the Company and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
