FORM OF SUBSCRIPTION AGREEMENT
FOR THE
PURCHASE OF SHARES OF COMMON STOCK OF
XFONE, INC.
March 23, 2010
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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 "Investor") an aggregate of ________ shares
(the "Shares") of its common stock, par value $0.001 per share (the "Common
Stock") at $1.15 per share. This Offering is made by the Company, acting without
a placement agent, pursuant to Regulation D and Section 4(2) of the Securities
Act of 1933, as amended.
NOW, THEREFORE, IT IS HEREBY AGREED:
Purchase of Shares
(a) The undersigned investor (the "Investor") agrees to purchase at the Closing
(as defined herein) and the Company agrees to sell and issue at the Closing
________
Shares of Common Stock, at a price of $1.15 per share (the "Shares"),
for a total subscription amount of $________
(the "Subscription Amount").
(b) The Investor and the Company agree that the Subscription Amount shall be
paid by or on behalf of the Investor by wire transfer to the Company's account
but that the actual issuance of the shares will not occur until the approval by
the NYSE Amex LLC ("AMEX") and the Tel Aviv Stock Exchange Ltd. ("TASE") is
obtained.
Subscription Procedures
(a) To subscribe, the Investor must:
(i)
complete and sign this Agreement;
(ii)
complete and sign the accompanying Confidential Prospective Purchaser
Questionnaire (this Agreement and the Questionnaire are collectively referred to
herein as the "Offering Documents");
(iii)
return the completed and signed Offering Documents on behalf of the Investor to
the following address:
Gersten Savage LLP
600 Lexington Avenue, 9th Floor
New York, NY 10022-6018
Attn: Arthur S. Marcus, Esq.
or via fax to (212) 980-5192
Prospective Investors should retain their own professional advisors to review
and evaluate the economic, tax, and other consequences of an investment in the
Company.
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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.
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NASAA UNIFORM LEGEND
IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND