from Hebrew to English
and entered into on December 24, 2006
address for the purposes of this agreement shall be:
7616, Petach Tikvah 49170
Halman - Aldubi Provident Funds Ltd.
Halman - Aldubi Pension Funds Ltd.
Gurion Street, Ramat Gan
and/or jointly hereinafter called: "Halman
Company is a public company that was incorporated in the State of Nevada, USA,
whose stocks are traded on the Tel Aviv Stock Exchange Ltd., and on the American
Stock Exchange (together hereinafter called: "the
parties are interested in the Company selling to Halman Aldubi Regular Stocks
with a par value of $0.001 each, as well as non-negotiable option warrants,
all as specified in the following agreement;
is therefore agreed and stipulated between the parties as
preamble to this agreement constitutes an integral part thereof.
to receiving all the required authorizations, as stipulated in the following
agreement, the Company will sell stocks and non-negotiable option warrants
Halman Aldubi, as specified below:
Regular Stocks in the Company (hereinafter called: "the
par value of $0.001 each (hereinafter called: "Regular
price of $2.90 per stock and a total of $1,000,000 (one million US dollars)
(hereinafter called: "the
Assigned Stocks shall be equal in every respect to the Regular Stocks of the
Company's issued stock capital and they shall be assigned to Halman Aldubi
free of any lien, attachment or other third part right whatsoever.
non-negotiable option warrants (hereinafter called: "the
shall be allocated to Halman Aldubi for no additional consideration. The Option
Warrants may be realized at any time, as from the day Stock Exchange approval
granted, as specified below, and until December 24 2011 (inclusive) for 172,414
of the Company's common stocks, in such a way that each Option Warrant may
realized as one common stock of the Company (subject to the adjustments
specified in Clause 6 below), for a cash payment to the Company of the
realization price of $3.40. An option warrant that is not realized by December
24 2011 (inclusive) shall expire and shall not grant Halman Aldubi any right
whatsoever. The Option Warrants shall be assigned to Halman Aldubi being free
any lien, attachment or other third part right whatsoever.
Halman Aldubi give notification of its realization of Option Warrants, the
Company shall allocate common stocks to Halman Aldubi against the realized
option warrants, within three business days from the day company receives the
(original) option warrants and the realization price for the option
to what is stated in sub-clause 7.7 below, the Company shall bear the cost
all the expenses involved in making the aforementioned allocation on its own
including stamp duty, should this be applicable.
Aldubi declares and undertakes that it purchases the Assigned Stocks and the
Option Warrants "as is" at the time of their allocation and that it does not
have and shall not have any plea and/or demand and/or claim as regards the
assigned stocks and/or the option warrants and/or as regards the state of the
Company at that time and that it hereby waives absolutely and irrevocably any
plea and/or demand and/or claim as aforementioned.
the parties confirms that approval has been given by its Board of Directors
the completion of the transaction that is the subject of this agreement. Each
the parties shall provide the other with a copy of the approval of its Board
Directors for entering into this agreement or notification in writing that
approval of the Board of Directors has been duly and legally given as
aforementioned. In addition, the Company affirms that the allocation of the
stocks and the option warrants is not in contradiction to the regulations of
suspending condition for the existence of this agreement is the approval of
Stock Exchange for the registration for trading of the Assigned Stocks and
the stocks that derive from the realization of the Option Warrants, within
days of the signing of this agreement.
what has been stated above, should the Stock Exchange require that the Company's
stockholders approve the transaction that is the subject of this agreement,
time period stated above shall be extended by a further 75 days.
suspending condition that is stated above in this clause is not fulfilled within
the time period stated above, and this was not due to any act or omission on
part of the Company, this agreement shall be null and void and neither party
shall be entitled to any remedy or right whatsoever by force of law vis-à-vis
the other party. In this case, the Trustee shall return the Immediate
Consideration in its entirety (including any interest that has accrued to it)
Depositing of the Immediate Consideration in an Escrow Account and the
Completion of the Agreement
Immediate Consideration shall be deposited in its entirety by Halman Aldubi
an escrow account managed by Attorney Alon Reisser (hereinafter
the Company, and this shall be done within two business days of the signing
this agreement. The particulars of the above escrow account are as follows:-
bank: Poalei Agudat Israel (52); Branch: Modi'in Elite (180); Name of Account:
Attorney Alon Reisser in trust for Xfone, Inc.; Account Number: 105-715123.
is hereby elucidated that the trustee is the legal adviser to the Company and
its secretary, and that as regards this agreement he is acting as the trustee
for both parties to the agreement.
business days of the date of the fulfillment of the suspending condition for
implementation of this agreement, as stated in Clause 3 above, the parties
the trustee shall meet in the Company's offices, as previously coordinated
between them, for the purpose of completing the transaction and shall act as
specified below, where all the proceedings shall be carried out at the same
time, as follows:
Company shall provide Halman Aldubi with a copy of Stock Exchange approvals
the registration for trade of the stocks.
the transfer by the trustee of the Immediate Consideration in its entirety
the Company, (apart from any interest that has accrued to it, that shall be
over to Halman Aldubi) the Company shall allocate the Assigned Stocks and the
Option Warrants to Halman Aldubi and shall hand over to Halman Aldubi a Stock
Certificate in Halman Aldubi's name for the Assigned Stocks and an Options
Certificate in Halman Aldubi's name for the Option Warrants.
parties undertake to carry out all these proceedings in a bona fide manner
to sign on all the documents, authorizations, forms, questionnaires and
declarations, as may be required, and as may be useful for the purpose of
putting into practice the stipulations of this agreement.
or restriction of the carrying out of operations with the Assigned Stocks,
the Option Warrants and with the stocks deriving from their
Aldubi hereby declares that it is aware that the Option Warrants are not
registered for trade, and that the Assigned Stocks and the stocks deriving
the realization of the Option Warrants (hereinafter together called:
Halman Aldubi Stocks")
restricted in accordance with the stipulations of US and/or Israeli law applying
to the Company or its stocks.
Company undertakes to submit a Registration Statement to the U.S. Securities
Exchange Commission (SEC) to register the Halman Aldubi Stocks, and to do this
by May 31, 2007.
time of the completion of this agreement until the last date on which the Option
Warrants can be realized, the following stipulations shall apply to the Option
Warrants that have not yet been realized:
the Company distribute stock dividend whose date fixed for entitlement to
participation in the distribution falls prior to the date of their realization,
then immediately after this date the number of stocks for realization to which
Halman Aldubi is entitled shall increase on the realization of the Option
Warrants and payment of the realization price by the number of stocks that
Halman Aldubi would have been entitled to as stock dividend if they were to
realized the option warrants prior to the date fixed. The realization price
each option warrant shall not change as a result of the increase in the number
of stocks that Halman Aldubi is entitled to.
the Company offer its stockholders securities of any sort as an entitlement
during the realization period, then no stocks or other securities shall accrue
to the stocks for realization and the realization price shall not change and
Company shall offer identical entitlements, on identical terms to Halman Aldubi
as well for the Option Warrants that have not yet been realized, as if Halman
Aldubi had realized the option warrants prior to the date fixed for the right
participate in the said entitlement issue.
number of stocks to which Halman Aldubi shall be entitled shall not be adjusted
in the case of issues of whatever sort, apart from adjustments consequent on
distribution of dividend stock and participation in entitlement issues as stated
the Company pay a cash dividend, and the date fixed for its payment precedes
date of the realization of the Option Warrants, then from the ex-dividend date
on which the Company's stocks are traded, the realization price of the Option
Warrants shall be the previous realization price less the net amount of the
stock dividend. It is elucidated that whatever the case, the realization price
shall not be less than the par value of the share being realized.
Company shall reserve an adequate number of regular stocks with a par value
$0.001 in its registered capital to ensure Halman Aldubi's realization right,
and, where necessary, shall act to increase its registered capital.
of the Option Warrants shall not be changed by the Company, unless with the
consent of Halman Aldubi.
waiver, extension, discount or change in terms whatsoever to this agreement
shall be valid, unless made in writing by both parties to this agreement. No
delay in realizing its rights by either party shall be considered to be a
waiver, and the party shall be entitled to realize its rights, each one
individually or all of them together, both under this agreement and under the
law, at any time that it deems fit.
of this agreement reflect in full everything that was stipulated and agreed
between the parties as regards the sale of the Assigned Stocks and the Option
Warrants to Halman Aldubi and the parties shall not be obligated by any
promises, presentations, declarations and agreements, verbal or written, that
were made prior to the signing of this agreement (to the extent that such were
made), and this agreement cancels any prior agreement that was made between
parties on this matter (to the extent that such was made).
parties declare that subject to the fulfillment of the suspending conditions
specified in this agreement, there is nothing under the law and/or under any
agreement that prevents their business connection in this agreement. However,
is hereby elucidated that a number of bodies who invested in the Company in
past have a right to participate in future issues / the right of first refusal
and that the Company will contact these investors and inform them of this
agreement within two business days of the date this agreement is
Aldubi declares that it does not have valid agreements extant with Company
stockholders regarding the purchase or sale of securities or regarding voting
rights in the Company or on any matter whatsoever.
addresses of the parties for the purposes of this agreement are as specified
its preamble. Any notification sent by one party to the other to its address
stated above or to another address notification of which was delivered in
writing by one of the parties, shall be considered as having been received
within 72 hours of its being dispatched by registered mail or on the first
business day after it was sent by facsimile and/or its delivery by
agreement of the parties as stated in this agreement may be effected by means
electronic authorization, by email, or by any other electronic means.
party shall bear the costs of its own attorney in the drawing up of this
witness thereof we hereby set our hands:
- Aldubi Provident Funds Ltd.
Halman - Aldubi Pension Funds Ltd.
- Aldubi Provident Funds Ltd.
- Aldubi Pension Funds