Xfone Inc Sample Contracts

ESCROW AGREEMENT
Escrow Agreement • June 1st, 2004 • Xfone Inc • Communications services, nec • Mississippi
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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2006 • Xfone Inc • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2006, by and 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”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • June 1st, 2004 • Xfone Inc • Communications services, nec • Mississippi
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2006 • Xfone Inc • Communications services, nec

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 19, 2006, among Xfone, Inc., a Nevada corporation (the “Company”), and the purchasers signatory hereto (each such purchaser is a “Purchaser” and collectively, the “Purchasers”).

COMMON STOCK PURCHASE WARRANT To Purchase __________ Shares of Common Stock of XFONE, INC.
Xfone Inc • October 3rd, 2005 • 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).

DATED 8TH OCTOBER 2001
Xfone Inc • October 16th, 2001 • Services-business services, nec
Exhibit 10.25
Agreement • June 7th, 2004 • Xfone Inc • Communications services, nec • England
REGISTRATION RIGHTS AGREEMENT
Registration 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.

AGREEMENT
Agreement • November 29th, 2004 • Xfone Inc • Communications services, nec
COMMON STOCK PURCHASE WARRANT
Xfone Inc • June 20th, 2006 • 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).

RECITALS
Employment Agreement • June 1st, 2004 • Xfone Inc • Communications services, nec • Mississippi
WITNESSETH:
Management Agreement • August 11th, 2004 • Xfone Inc • Communications services, nec • Mississippi
Agreement
Agreement • October 16th, 2001 • Xfone Inc • Services-business services, nec
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SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and XFONE, INC. Dated: September 27, 2005
Securities 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”).

RELEASE
Release • June 1st, 2004 • Xfone Inc • Communications services, nec • Mississippi
SECURITIES PURCHASE AGREEMENT
Securities 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”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 26th, 2008 • Xfone Inc • Communications services, nec • Texas

This Employment Agreement (this "Agreement") is executed as of February 26, 2008 by NTS Communications, Inc. (the "Employer"), and Barbara Baldwin, an individual (the "Executive") to be effective on the date of consummation of the transactions contemplated by the Stock Purchase Agreement (as defined herein) (the “Effective Date”).

AGREEMENT TO PURCHASE PROMISSORY NOTE
Purchase Promissory Note • July 31st, 2006 • Xfone Inc • Communications services, nec • Mississippi

This Agreement is between XFone, Inc. (XFone”) and the undersigned creditor (“Creditor”) of I-55 Telecommunications, LLC (“Telecom”) and is effective as of October 31, 2005.

SUBSIDIARY GUARANTY
Subsidiary 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

FUNDS ESCROW AGREEMENT
Funds 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"):

MANAGEMENT AGREEMENT
Management Agreement • January 23rd, 2006 • Xfone Inc • Communications services, nec • Louisiana

THIS MANAGEMENT AGREEMENT is effective as of the 12th day of October, 2005 and is by and between I-55 Telecommunications, L.L.C., a Louisiana limited liability company (“I-55 Telecom”) and XFone USA, Inc., a Mississippi corporation ("XFone USA" or "Manager") (referred to collectively hereinafter as "the Parties").

ESCROW AGREEMENT
Escrow Agreement • June 20th, 2006 • Xfone Inc • Communications services, nec • New York

THIS ESCROW AGREEMENT (this “Agreement”) is made as of June 19, 2006, 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.

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