0001144204-08-071221 Sample Contracts

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into on and as of this 24 day of December, 2008, by and among (i) IXI MOBILE, INC., a corporation organized under the laws of the State of Delaware (the “Company”); (ii) the shareholders listed on Schedule A attached hereto (each a "Seller" and together the “Sellers”); and (iii) RUNCOM TECHNOLOGIES LTD., of 11 Moshe Levi Street, Rishon Lezion 75658, Israel, a company organized under the laws of the State of Israel (the “Purchaser”).

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

This SHARE PURCHASE AGREEMENT (the “Agreement”) is entered into on and as of this 24 day of December, 2008, by and among (i) IXI MOBILE, INC., a corporation organized under the laws of the State of Delaware (the “Company”); (ii) SOUTHPOINT MASTER FUND L.P. (the "Seller"); and (iii) RUNCOM TECHNOLOGIES LTD., of 11 Moshe Levi Street, Rishon Lezion 75658, Israel, a company organized under the laws of the State of Israel (the “Purchaser”).

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

This Fourth Amendment to the Loan Agreement (this “Amendment”), is made and entered into as of December 24, 2008, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Company”), IXI MOBILE, INC., a Delaware corporation (the “Parent Guarantor”) and SOUTHPOINT MASTER FUND LP (the “Lender). The parties hereby agree as follows:

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

By and between IXI MOBILE, INC. (the “Corporation” or the “Issuer”) of 17 Hatidhar Street, Ra’anana, Israel 43665 and RUNCOM TECHNOLOGIES LTD. (the “Subscriber”).

THIRD AMENDMENT TO LETTER AGREEMENT DATED JUNE 19, 2006
Letter Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

This Third Amendment to Letter Agreement (this “Amendment”), is made and entered into as of December 24, 2008, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Subsidiary”), IXI MOBILE, INC., a Delaware corporation (the “Parent”), GEMINI ISRAEL III LIMITED PARTNERSHIP, GEMINI ISRAEL III PARALLEL FUND LIMITED PARTNERSHIP, GEMINI ISRAEL III OVERFLOW FUND LIMITED PARTNERSHIP, GEMINI PARTNER INVESTORS LIMITED PARTNERSHIP (collectively, "Gemini"). The parties hereby agree as follows:

SECOND AMENDMENT TO LETTER AGREEMENT
Letter Agreement • December 29th, 2008 • IXI Mobile, Inc. • Communications services, nec

This Second Amendment to the Letter Agreement (this “Amendment”), is made and entered into as of December 24, 2008, by and among IXI MOBILE (R&D) LTD., an Israeli limited liability company, (the “Company”) IXI MOBILE, INC., a Delaware corporation (the “Parent Guarantor”), and SOUTHPOINT MASTER FUND LP (the “Lender"). The parties hereby agree as follows:

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