Exhibit
10.130
[Free translation
from Hebrew]
Market Making
Agreement
Entered into and signed in Petach
Tikva on December 24, 2008
Between:
Harel Finance Trade &
Securities Ltd.
P.C. 513992115
of 7 Jabotinski St., Ramat
Gan
(hereinafter: the “ Market
Maker ”)
of the first
part;
And between:
Xfone, Inc.
Co. No.:
C23688-2000
whose address for the purpose of
this Agreement will be
P.O. Box 7616, Petah Tikva
49170
(hereinafter: the “
Company ”)
of the second
part;
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the Market
Maker is a member of the Tel Aviv Stock Exchange Ltd. (hereinafter:
“ TASE ”); and
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the Company
listed its shares on TASE in the framework of a “dual
listing” pursuant to the provisions of Chapter E3 of the
Securities Law, 5728-1968 (hereinafter: the “ Securities
Law ”); and
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the Company
wishes to increase the level of negotiability and improve the
liquidity of the Securities Contemplated in the Agreement,
according to the definition of this term below, inter alia ,
through engagement with the Market Maker as specified in this
Agreement; and
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the Market
Maker represents that it has received TASE’s approval to act
as a “market maker” and that it has the knowhow and
ability to act as a market maker and that it is able to provide the
Company with its services as specified in this Agreement;
and
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the Company
approached the Market Maker and requested that the Market Maker
provide market making services thereto for the Securities
Contemplated in the Agreement, according to the definition of this
term below, as specified in this Agreement, and the Market Maker
agreed to provide the Company with market making services for the
said securities; and
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the Market
Maker undertook to act to receive TASE’s approval for
activity as a “market maker” pursuant to the provisions
of this Agreement; and
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[Free translation
from Hebrew]
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the Parties
wish to regulate their engagement as specified in this
Agreement;
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Therefore it has been
represented, agreed and stipulated between the Parties as
follows:
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Preamble,
Interpretation and Annexes
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The preamble to
this Agreement and the annexes hereto constitute an integral part
hereof.
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The headings of
the sections in this Agreement are provided for the purpose of
convenience and shall not be used for interpretation
purposes.
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All of the
terms included in this Agreement shall bear the meaning imparted
thereto in the Securities Law and/or in the TASE bylaws and/or in
its directives and/or in resolutions of the board of directors of
TASE (hereinafter: “ TASE’s Bylaws and
Directives ”).
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It is hereby
agreed that in any event of a discrepancy between the provisions of
this Agreement and the provisions of the Securities Law and/or the
provisions of TASE’s Bylaws and Directives, the provisions of
the Securities Law and/or the provisions of TASE’s Bylaws and
Directives will prevail over the provisions of this
Agreement.
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All of the
provisions of this Agreement are subject to fulfillment of all of
the conditions precedent specified below within 15 days from
the date of execution of this Agreement. The conditions precedent
are as follows:
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Receipt of the
approval of TASE for the appointment of the Market Maker as market
maker for the Securities Contemplated in the Agreement, according
to the definition of this term below.
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The
Market Maker’s Representations
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The Market
Maker hereby represents that:
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It has received
the approval of TASE to act as market maker.
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It has the
knowhow and ability to act as market maker and is able to provide
the Company with the market making services as specified in this
Agreement.
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All of the
approvals required according to the incorporation documents and the
provisions of any law for its engagement according to the terms and
conditions of this Agreement have been received and there is no
legal or other impediment to its engagement according to the terms
and conditions of this Agreement.
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[Free translation
from Hebrew]
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The
Company’s Representations
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The Company
hereby represents that it is a company which was incorporated in
the State of Nevada in the U.S.A. whose ordinary shares are listed
on the NYSE Alternext US stock exchange and TASE.
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The Company
hereby represents that there is no legal or other impediment to its
engagement according to the terms and conditions of this
Agreement.
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The
Company’s securities specified below are traded on TASE as of
the date of execution of this Agreement:
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Type of
Securities
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Quantity
Issued
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The Company
hereby represents that to the best of its knowledge, the interested
parties thereof hold its securities as specified below:
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Campbeltown
Business Ltd.
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Each party will
provide the other with any report that shall be issued by TASE
regarding activity in connection with this Agreement in accordance
with TASE’s Bylaws and Directives, immediately upon issuance
of the report by TASE and receipt thereof by either of the
Parties.
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