SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 29th, 2005 • Xfone Inc • Communications services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 23, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 29th, 2005 • Xfone Inc • Communications services, nec
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 23, 2005, among Xfone, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).
ESCROW AGREEMENTEscrow Agreement • November 29th, 2005 • Xfone Inc • Communications services, nec • New York
THIS ESCROW AGREEMENT (this “Agreement”) is made as of November 23, 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 Alon Reisser, Advocate, with an address at 6/19 Rabbi Yehuda Hanasi Street, Modiin Illit 71919, Israel (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.
COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of XFONE, INC.Security Agreement • November 29th, 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).
