Unassociated Document


    THE
      WARRANT EVIDENCED HEREBY, AND THE SECURITIES ISSUABLE HEREUNDER, HAVE BEEN
      AND
      SHALL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES
      HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE,
      AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED
      DISPOSITION IS THE SUBJECT OF A CURRENTLY EFFECTIVE REGISTRATION STATEMENT
      UNDER
      SAID ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS
      RECEIVED AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY
      TO
      THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT
      AND SUCH STATE SECURITIES LAWS IN CONNECTION WITH SUCH DISPOSITION.

    


    XFONE,
      INC.

    FORM
      OF
      COMMON STOCK PURCHASE WARRANT

    Warrant
      No: _________

    Original
      Issue Date:  ____________, 2007

    Void
      After:  11:59 P.M., ____________, 2012

    


     

    This
      Warrant is Issued to:

     

    _______________________________________

     

    


     

    (hereinafter
      called the “Holder,” which term shall include the Holder’s
      legal representatives, heirs, successors and assigns) by Xfone, Inc., a Nevada
      corporation (hereinafter referred to as the
“Company”).  This Warrant may be transferred by the
      Holder only in accordance with the provisions of Section 10.

     

    1.           Exercise
      of Warrant.  For value received and subject to the terms and
      conditions hereinafter set forth, the Holder is entitled, upon surrender of
      this
      Warrant at any time on or after ________, 2007 and on or prior to __________,
      2012 (the “Exercise Date”) (along with the exercise notice form
      annexed hereto (the “Exercise Notice”) duly executed, and any
      certificate(s) representing the Warrant Shares (as hereinafter defined) (the
      “Warrant Share Certificate”)) at the office of the Company at
      2506 Lakeland Drive, Suite 100, Flowood, MS 39232, or such other office in
      the
      United States of which the Company shall notify the Holder hereof in writing,
      to
      purchase from the Company, at the purchase price hereinafter specified (as
      adjusted from time to time, the “Exercise Price”), up to
      _______ shares (the “Warrant Shares”) (as adjusted from time to
      time) of the Common Stock, $0.001 par value per share, of the Company (the
      “Common Stock”).  The initial Exercise Price shall be
      $3.10 per share.  This Warrant may be exercised in whole or in part on
      an Exercise Date, provided however that if exercised in part, this Warrant
      shall
      the not be exercised for less than 10,000 shares of Common Stock per Exercise
      Date, and shall not be exercised for fractional shares of the Company’s Common
      Stock.

     

    2.           Issuance
      of Warrant Shares.  As promptly as practicable after surrender of
      this Warrant and receipt of payment of the Exercise Price, the Company shall:
      (i) issue and deliver to the Holder a certificate or certificates for the
      Warrant Shares purchased hereunder, in certificates of such denominations and
      in
      such names as the Holder may specify; or (ii) provided that the Warrant Shares
      have been registered under the Securities Act, of 1933, as amended, credit
      such
      Warrant Shares to the Holder using customary procedures for book-entry transfer
      through the facilities of The Depository Trust Company.

     

    
      
         

      

      
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    3.           Payment
      of Exercise Price.  Payment of the Exercise Price shall be made by
      wire transfer of immediately available funds to a bank account designated by
      the
      Company.

     

    4.           Adjustment
      for Dividends, Distributions, Subdivisions, Combinations, Mergers,
      Consolidations or Sale of Assets.

     

    4.1           Manner
      of Adjustment.

     

    (a)           Stock
      Dividends, Distributions or Subdivisions.  In the event the
      Company shall issue shares of Common Stock in a stock dividend, stock
      distribution or subdivision, the Exercise Price in effect immediately before
      such stock dividend, stock distribution or subdivision shall, concurrently
      with
      the effectiveness of such stock dividend, stock distribution or subdivision,
      be
      proportionately decreased and the number of shares of Common Stock purchasable
      by exercise of this Warrant shall be proportionately increased.

     

    (b)           Combinations
      or Consolidations.  In the event the outstanding shares of Common
      Stock shall be combined or consolidated, by reclassification or otherwise,
      into
      a lesser number of shares of Common Stock, the Exercise Price in effect
      immediately prior to such combination or consolidation shall, concurrently
      with
      the effectiveness of such combination or consolidation, be proportionately
      increased and the number of shares of Common Stock purchasable by exercise
      of
      this Warrant shall be proportionately decreased.

     

    (c)           Adjustment
      for Reclassification, Exchange or Substitution.  In the event that
      the class of securities issuable upon the exercise of this Warrant shall be
      changed into the same or a different number of shares of any class or classes
      of
      stock, whether by capital reorganization, reclassification or otherwise (other
      than any event addressed by Sections 4.1(a), 4.1(b) or 4.1(d)), then and in
      each
      such event the Holder shall have the right thereafter to exercise this Warrant
      for the kind and amount of shares of stock and other securities and property
      receivable upon such reorganization, reclassification, or other change, by
      holders of the number of shares of the class of securities into which such
      Warrant might have been exercisable for immediately prior to such
      reorganization, reclassification, or change, all subject to further adjustment
      as provided herein.

     

    (d)           Adjustment
      for Merger, Consolidation or Sale of Assets.  In the event that
      the Company shall merge or consolidate with or into another entity or sell
      all
      or substantially all of its assets, this Warrant shall thereafter be exercisable
      for the kind and amount of shares of stock or other securities or property
      to
      which a holder of the number of shares of Common Stock of the Company
      deliverable upon exercise of this Warrant would have been entitled upon such
      consolidation, merger or sale; and, in such case, appropriate adjustment (as
      determined in good faith by the Company’s Board of Directors) shall be made in
      the application of the provisions set forth in this Section 4 with respect
      to the rights and interest thereafter of the Holder of this Warrant, to the
      end
      that the provisions set forth in this Section 4 shall thereafter be
      applicable, as nearly as reasonably may be, in relation to any shares of stock
      or other property thereafter deliverable upon the exercise of this
      Warrant.

     

    4.2           Certificate
      as to Adjustments.  Upon the occurrence of each adjustment or
      readjustment of the Exercise Price pursuant to this Section 4, the Company
      at its expense shall promptly compute such adjustment or readjustment in
      accordance with the terms hereof and furnish to the Holder a certificate setting
      forth such adjustment or readjustment and showing in detail the facts upon
      which
      such adjustment or readjustment is based.

     

    
      
         

      

      
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    4.3           Closing
      of Books.  The Company shall at no time close its transfer books
      against the transfer of any shares of Common Stock issued or issuable upon
      the
      exercise of this Warrant in any manner which interferes with the timely and
      proper issuance of such shares.

     

    5.           Covenants
      of the Company.  During the period within which the rights
      represented by this Warrant may be exercised, the Company shall at all times
      have authorized and reserved for the purpose of issue upon exercise of the
      rights evidenced hereby, a sufficient number of shares of the class of
      securities issuable upon exercise of this Warrant to provide for the exercise
      of
      such rights.  All securities which may be issued upon the exercise of
      the rights represented by this Warrant shall, upon issuance, be duly authorized,
      validly issued, fully paid and non-assessable and free from all taxes, liens
      and
      charges with respect to the issue thereof.  Upon surrender for
      exercise, this Warrant shall be canceled and shall not be reissued;
provided, however, that upon the partial exercise hereof a
      substitute Warrant of like tenor and date representing the rights to subscribe
      for and purchase any such unexercised portion hereof shall be
      issued.

     

    6.           No
      Rights as Shareholder Until Exercise.  This Warrant shall not
      entitle the Holder to any voting rights or any other rights as a stockholder
      of
      the Company but upon presentation of this Warrant with the Exercise Notice
      duly
      executed and the tender of payment of the Exercise Price at the office of the
      Company pursuant to the provisions of this Warrant, the Holder shall forthwith
      be deemed a stockholder of the Company in respect of the securities for which
      the Holder has so subscribed and paid.

     

    7.           No
      Change Necessary.  The form of this Warrant need not be changed
      because of any adjustment in the Exercise Price or in the number of shares
      issuable upon its exercise.  A Warrant issued after any adjustment or
      any partial exercise or upon replacement may continue to express the same
      Exercise Price and the same number of shares (appropriately reduced in the
      case
      of partial exercise) as are stated on this Warrant as initially issued, and
      that
      Exercise Price and that number of shares shall be considered to have been so
      changed as of the close of business on the date of adjustment.

     

    8.           Addresses
      for Notices.  All notices, requests, consents and other
      communications hereunder shall be in writing, either delivered in hand or mailed
      by registered or certified mail, return receipt requested, or sent by facsimile,
      and shall be deemed to have been duly made when delivered:

     

    If
      to the
      Holder, to the Holder’s address as shown on the books of the Company;
      or

     

    If
      to the
      Company, to the address set forth on the first page of this
      Warrant.

     

    9.           Substitution.  In
      the case this Warrant shall be mutilated, lost, stolen or destroyed, the Company
      shall issue a new Warrant of like tenor and denomination and deliver the same
      (a) in exchange and substitution for and upon surrender and cancellation of
      any mutilated Warrant, or (b) in lieu of any Warrant lost, stolen or
      destroyed, upon receipt of evidence satisfactory to the Company of the loss,
      theft, or destruction of such Warrant (including, without limitation, a
      reasonably detailed affidavit with respect to the circumstances of any loss,
      theft or destruction), and of indemnity (or, in the case of the initial Holder
      or any other institutional holder, an indemnity agreement) satisfactory to
      the
      Company.

     

    10.           Transfer
      Restrictions.  This Warrant shall not be transferable by the
      Holder and shall be exercisable only by the Holder.  Without the prior
      written consent of the Company, the Warrant shall not be assigned, pledged
      or
      hypothecated in any way (whether by operation of law or otherwise) and shall
      not
      be subject to execution, attachment or similar process.  Any attempted
      transfer, assignment, pledge, hypothecation or other disposition of the Warrant
      or of any rights granted hereunder contrary to the provisions of this Section
      10, or the levy of any attachment or similar process upon the Warrant or such
      rights, shall be null and void.

     

    
      
         

      

      
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    11.           Taxes.  The
      Company makes no representation about tax treatment to the Holder with respect
      to receipt or exercise of the Warrant or acquiring, holding or disposing of
      the
      Warrant Shares, and the Holder represents that the Holder has had the
      opportunity to discuss such treatment with the Holder’s tax
      advisers.

     

    12.           Remedies.  Each
      party stipulates that the remedies at law in the event of any default or
      threatened default by the other party in the performance or compliance with
      any
      of the terms of this Warrant are and shall not be adequate, and that such terms
      may be specifically enforced by a decree for that specific performance of any
      agreement contained herein or by an injunction against a violation of any of
      the
      terms hereof or otherwise.

     

    13.           Governing
      Law.  This Warrant shall be construed and enforced in accordance
      with, and governed by, the laws of the State of New York without regard to
      its
      principles of conflicts of laws.

     

    14.           Miscellaneous.  This
      Warrant and any term hereof may be changed, waived, discharged or terminated
      only by an instrument in writing signed by the Holder and the
      Company.

     

    


     

    [Remainder
      of page intentionally left blank.]

     

    


    
      
         

      

      
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    *
      *
      *

     

    IN
      WITNESS WHEREOF, the parties have caused this Warrant to be executed this ___
      day of _____________, 2007.

     

    XFONE,
      INC.

    


    


    By:                                                      

    Guy
      Nissenson

    President
      and Chief Executive Officer

    


    
      
         

      

      
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    EXERCISE
      NOTICE

    


    XFONE,
      INC.

    


    Warrant
      No. ______

    Original
      Issue Date:  ______________, 2007

     

    Ladies
      and Gentlemen:

    


    (1)           The
      undersigned hereby elects to exercise the above-referenced Warrant with respect
      to ____________ shares of Common Stock.  Capitalized terms used herein
      and not otherwise defined herein have the respective meanings set forth in
      the
      Warrant.

      

    (2)           The
      holder shall pay the sum of $____________ to the Company in accordance with
      the
      terms of the Warrant.

    


    (4)           Pursuant
      to this Exercise Notice, the Company shall deliver to the Holder the number
      of
      Warrant Shares determined in accordance with the terms of the Warrant by (check
      one):

     

    
      	
               

            	
              ___  Deliver
                physical stock certificate(s) for the Warrant Shares in the following
                denominations and names:

            


    

    


    
      	
              Number
                of Warrant Shares

            	
              Name

            
	 	 
	 	 


    

    


    
      	
              or

            	
              ___

            	
              Credit
                such Warrant Shares to each Holder using customary procedures for
                book-entry transfer through the facilities of The Depository Trust
                Company
                (complete also the DWAC Instruction Form attached
                hereto).

            


    

     

     

    HOLDER:

     

     

    


     

     

    (Print
      name)

     

     

    By:         

     

     

    Title:

     

     

    Address:                                                                

     

     

    


     

    


    SUBMIT
      THIS EXERCISE NOTICE (AND DWAC INSTRUCTION FORM, IF APPLICABLE)
      BY:

    


    
      	
              1)  

            	
              Faxing
                to the Company at  601-983-3801 with a copy faxed
                to  011-972-3-9238838;
                and

            


    

    
      	
              2)  

            	
              Mail
                the original, along with the Warrant and Warrant Shares Certificate
                to the
                Company at: 2506 Lakeland Drive, Suite 100, Flowood, MS 39232,
                Attention:

            


    

    
      	
               

            	
              Alon
                Reisser, Adv.

            


    

    
      
         

      

      
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    DWAC
      INSTRUCTION FORM

    


    TO
      BE COMPLETED BY HOLDER

    SETTLING
      VIA DWAC

    


    Delivery
      by electronic book-entry at The Depository Trust Company (“DTC”), registered in
      the Holder's name and address as set forth on the Exercise Notice to which
      this
      form is attached, and released by Transfer Online, Inc. the Company's transfer
      agent (the “Transfer Agent”), to the Holder upon exercise of Warrant No.
      _____.

    


    
      	
               

              Name
                of DTC Participant (broker-dealer at which the account or accounts
                to be
                credited with the Warrant Shares are maintained)

               

            	 
	
              DTC
                Participant Number

               

            	 
	
              Name
                of Account at DTC Participant being credited with the Shares

               

            	 
	
              Account
                Number at DTC Participant being credited with the Shares

               

            	 


    

    


    


    NO
      LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THE EXERCISE NOTICE
      TO
      WHICH THIS FORM IS ATTACHED BY THE HOLDER, THE HOLDER SHALL DIRECT THE
      BROKER-DEALER AT WHICH THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES
      ARE MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN ("DWAC") INSTRUCTING
      THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH THE
      SHARES.

    
 

    
      
         

      

      
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