Form of Nominee Holder Certification

by Xfone, Inc.
August 17th, 2011

FORM OF
NOMINEE HOLDER CERTIFICATION
 
The undersigned, a bank, broker, trustee, depositary or other nominee of non-transferable, non-tradable rights (the “Rights”) to purchase shares of common stock, par value $0.001 per share, of Xfone, Inc. (the “Company”) pursuant to the rights offering described and provided for in the Company’s Prospectus dated [●], 2011 (the “Prospectus”), hereby certifies to the Company and to Transfer Online, Inc. as U.S. Subscription Agent for such rights offering, that (1) the undersigned has exercised, on behalf of the beneficial owners thereof (which may include the undersigned), the number of Rights specified below pursuant to the Basic Subscription Privilege (as defined in the Prospectus) and, on behalf of beneficial owners of Rights who have subscribed for the purchase of additional shares of common stock pursuant to the Oversubscription Privilege (as defined in the Prospectus), the number of shares specified below pursuant to the Oversubscription Privilege, listing separately below each such exercised Basic Subscription Privilege and the corresponding Oversubscription Privilege (without identifying any such beneficial owner), and (2) to the extent a beneficial owner has elected to subscribe for shares pursuant to the Oversubscription Privilege, each such beneficial owner’s Basic Subscription Privilege has been exercised in full:

Number of Shares Owned on
the Record Date
 
Number of Shares Subscribed
for Pursuant to Basic
Subscription Privilege
 
Number of Shares Subscribed
for Pursuant to
Oversubscription Privilege
         
1.
         
         
2.
         
         
3.
         
         
4.
         
         
5.
         
         
6.
         
         
7.
         
         
8.
         
         
9.
         

Provide the following information if applicable:

____________________________________________
Depository Trust Company (“DTC”)
Participant Number

Participant Printed Name:  _____________________________________________

By: 
  
 
Name:
 
Title:

________________________________________________________
DTC Basic Subscription Confirmation Number(s)