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SUBSCRIPTION AGREEMENT
FOR THE
PURCHASE OF SHARES OF COMMON STOCK OF
XFONE, INC.
November 1, 2007
XFONE, INC.
SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF SHARES OF COMMON
STOCK
XFONE,
INC., a Nevada corporation (the “
Company ”) is offering (this “
Offering ”) for sale to
the investors identified on
Exhibit A hereto (each an "
Investor " and
together, the "
Investor s ") up to an
aggregate of 1,000,000 shares of its common stock,
par value $0.001 per share (the “ Common
Stock ”) at $3.00 per share. This Offering is
made by the Company [, acting without a placement
agent,] pursuant to the Registration Statement File No.:
333-143618 declared effective by the U.S. Securities and
Exchange Commission (the “Commission”) on August
6, 2007 (the “Registration Statement”) and this
subscription agreement (this “
Agreement ”).
WHEREAS, the Company filed the Registration Statement to
sell up to 2,000,000 shares of Common Stock on a best efforts basis
and the Registration Statement was declared effective by
the Commission; and
WHEREAS , the Company is offering for sale to the
Investors an aggregate of 1,000,000 shares of its Common Stock on
the terms agreed to herein.
NOW, THEREFORE, IT IS HEREBY AGREED:
Purchase of Shares
(a)
The
undersigned investors agree to purchase at the Closing (as defined
herein) and the Company agrees to sell and issue at the Closing up
to 1,000,000 Shares of Common Stock, at a price of $3.00 per share
(the “ Shares ”), for a total
subscription amount of up to $3,000,000 (the “
Subscription Amount ”).
(b)
The
Investors and the Company agree that the Subscription Amount shall
be paid by or on behalf of the Investors by wire transfer to the
following account (the “ Escrow Account
”) wherein the Subscription Amount will be held until the
approval by the American Stock Exchange (“
AMEX ”) and the Tel Aviv Stock Exchange
(“ TASE ”) is obtained and until the
Company’s transfer agent has confirmed that the shares are
available for issuance to the Investors via the DWAC system, at
which time the Subscription Amount will be released to the Company
(the “ Closing ”).
Name of Escrow Account : Advocate Alon Reisser in trust for
Xfone, Inc.
Bank : xxxxxxxxxxxxxxxxx;
Branch : xxxxxxxxxxxxxxxx;
Account Number : xxxxxxxx.
Subscription Procedures
(a)
To
subscribe, each Investor must:
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(i)
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complete
and sign this Agreement;
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(ii)
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complete
and sign the accompanying Confidential Prospective Purchaser
Questionnaire (this Agreement and the Registration Statement are
collectively referred to herein as the “ Offering
Documents ”);
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(iii)
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return
the completed and signed Offering Documents on behalf of the
Investor to the following address:
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Xfone,
Inc.
c/o
Xfone 018 Ltd., 1 Haodem Street,
Petach
Tikva, israel
Attn: Alon
Reisser, Adv.
Prospective Investors should retain their own professional advisors
to review and evaluate the economic, tax, and other consequences of
an investment in the Company.
THE COMMISSION HAS NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THE
OFFERING DOCUMENTS. NO STATE SECURITIES LAW ADMINISTRATOR HAS
PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR THE ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.
IT IS INTENDED THAT THE SECURITIES OFFERED HEREBY WILL BE MADE
AVAILABLE TO ACCREDITED INVESTORS, AS DEFINED IN REGULATION D AND
RULE 501 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”).
THE SECURITIES OFFERED HEREBY SHOULD BE CONSIDERED ONLY BY PERSONS
WHO CAN AFFORD TO SUSTAIN A LOSS OF THEIR ENTIRE INVESTMENT.
INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE FAMILIAR WITH
AND UNDERSTAND THE TERMS OF THIS OFFERING.
THE INVESTOR, BY ACCEPTING DELIVERY OF THE OFFERING DOCUMENTS,
AGREES TO RETURN THE OFFERING DOCUMENTS AND ALL ACCOMPANYING OR
RELATED DOCUMENTS TO THE COMPANY UPON REQUEST IF THE INVESTOR DOES
NOT AGREE TO PURCHASE ANY OF THE SECURITIES OFFERED
HEREBY.
NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
XFONE, INC.
SUBSCRIPTION AGREEMENT FOR THE PURCHASE OF
SHARES OF COMMON STOCK
1.
Unless
terminated earlier by the Company, in its sole discretion, this
Offering is scheduled to terminate on or about November 4, 2007,
5:00 p.m., New York time (the “ Offering
Period ”). The issuances of the Shares is
subject to the approval of the Tel Aviv Stock Exchange and the
American Stock Exchange where the Company’s common stock is
listed.
2.
For
additional information regarding the Company, the Investors are
encouraged to review the Company’s Annual Report on Form
10-KSB for the period ending December 31, 2006, filed with the
Commission on March 30, 2007, together with an amendment thereto on
Form 10-KSB/A filed with the Commission on July 30, 2007, and the
Company’s Quarterly Report on Form 10-QSB for the period
ending June 30, 2007, filed with the Commission on August 14, 2007,
along with the Company’s periodic reports and other
information incorporated by reference therein and the Registration
Statement (collectively referred to herein as the “
Exchange Filings ”) .
3.
The
Company hereby makes the following representations, warranties and
covenants to the Investors:
a.
The
Company has the requisite corporate power and authority to enter
into and to consummate the transactions contemplated by this
Agreement and otherwise to carry out its obligations
hereunder.
b.
The
execution and delivery of this Agreement by the Company and the
consummation by it of the transactions contemplated hereunder have
been duly authorized by all necessary corporate action on the part
of the Company.
c.
This
Agreement has been duly executed by the Company and, when delivered
in accordance with the terms hereof, will constitute the valid and
binding obligation of the Company enforceable against the Company
in accordance with its terms, except as may be limited by any
bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws affecting the enforcement of
creditors’ and contracting parties’ rights generally or
by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
4.
Each
Investor hereby makes the following representations, warranties and
covenants to the Company:
a.
Each
Investor has carefully read the Offering Documents and the Exchange
Filings, all of which the Investor acknowledges have been provided
to it or have been available to it. Each Investor has
been given the opportunity to ask questions of, and receive answers
from the Company concerning the terms and conditions of this
Offering and the Offering Documents and to obtain such additional
written information, to the extent the Company possesses such
information or can acquire it without unreasonable effort or
expense, necessary to verify the accuracy of the same as the
Investor desires in order to evaluate this
investment. Each Investor further acknowledges that the
Investor fully understands the Offering Documents, and the Investor
has had the opportunity to discuss any questions regarding any of
the Offering Documents with the Investor’s counsel or other
advisor. Notwithstanding the foregoing, the only
information upon which the Investor has relied is that set forth in
the Offering Documents and the Exchange Filings, and the
Investor’s own independent investigation. Each
Investor acknowledges that the Investor has received no
representations or warranties from the Company or its employees,
directors, officers, or agents in making this investment decision
other than as set forth in the Offering Documents and the Exchange
Filings.
b.
Each
Investor is aware that the purchase of the Shares is a speculative
inve
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