SHARE PURCHASE
AGREEMENT

     

    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”).

     

    WHEREAS,
the Seller is the owner of certain shares in the Company and has made certain
loans to the Company and to IXI Mobile (R&D) Ltd. (the "Subsidiary") that have been
converted into Preferred Shares of the Company (the "Conversion
Shares").  The Seller wishes to sell such shares to the
Purchaser and the Purchaser wishes to purchase such shares from the Seller in
accordance with the terms and conditions of this Agreement.

     

    NOW
THEREFORE, the parties hereto have agreed as follows:

     

    
      	
              1.

            	
              ACQUISITION

            


    

     

    Subject
to the terms and conditions hereof, at the Closing (as defined below), the
Seller shall sell and transfer to the Purchaser, and the Purchaser shall
purchase from the Seller, (A) such number of shares of common stock of the
Company (the "Common
Shares") and warrants for the purchase of shares of the Company (the
"Warrant Shares"), as
detailed in Schedule
A (collectively, the “Shares”), free and clear from
any liens, claims, mortgages, pledges, security interests, other encumbrances
and/or other third parties’ rights or restrictions of any kind whatsoever; and
(B) such number of shares of preferred stock of the Company (the "Preferred Shares") from the
Seller as detailed in Schedule
A received by the Seller after conversion of the loans granted by the
Seller to the Company or the Subsidiary, as applicable, as listed  in
Schedule
B hereto, free and clear from any liens, claims, mortgages, pledges,
security interests, other encumbrances and/or other third parties’ rights or
restrictions of any kind whatsoever, in consideration for the amount set forth
in Schedule
A.

     

    
      	
              2.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE SELLER

            


    

     

    The
Seller hereby represents and warrants to the Purchaser as follows:

     

    
      	
               
      

            	
              2.1.

            	
              Incorporation.  The
      Seller is duly registered and validly existing under the laws of its
      jurisdiction of organization set forth in Schedule
    A.

            


    

     

    
      	
               
      

            	
              2.2.

            	
              Authority to
      Transact.  The Seller has the capacity and authority to
      execute and deliver this Agreement, to perform hereunder and to consummate
      the transactions contemplated hereby. All corporate and other (to the
      extent required) action on the part of the Seller necessary for the
      authorization and execution of this Agreement, and the performance of all
      of the Seller’s obligations hereunder have been taken. This Agreement
      constitutes the valid and legally binding obligation of the Seller,
      enforceable in accordance with its
terms.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              2.3.

            	
              Execution of
      Agreement.

            


    

     

    
      	
               
      

            	
              (A)

            	
              The
      execution and delivery of this Agreement by the Seller does not, and the
      consummation of the transactions contemplated hereby will
    not:

            


    

     

    
      	
               
      

            	
              (i)

            	
              constitute
      a breach of any law, rule or regulation of any government applicable to
      the Seller;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              require
      the consent or agreement of any court, governmental body or entity;
      or

            


    

    


    
      	
               
      

            	
              (iii)

            	
              violate
      any provisions of the Seller’s organisational
  documents.

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      execution, delivery and performance of and compliance with this Agreement
      and the other documents contemplated hereby by the Seller will not cause
      the Company to lose any interest in or the benefit of any asset, right,
      license or privilege, it presently owns or enjoys or cause anyone who
      normally does business with the Company not to continue to do so on the
      same basis as previously, will not result in any present or future
      indebtedness of the Company becoming due prior to its stated
      maturity.  Compliance with the terms of this Agreement or the
      other documents contemplated hereby will not give rise to or cause any
      option or right of pre-emption to become
  exercisable.

            


    

     

    
      	
               
      

            	
              2.4.

            	
              Ownership. It
      is the lawful sole owner of such number of Common Shares and Preferred
      Shares detailed in Schedule
      A free and clear of any interest or equity of any person (including
      any right to acquire, option, or right of pre-emption) or any mortgage,
      charge, pledge, lien, attachment, assignment or any other encumbrance or
      security interest.

            


    

     

    
      	
               
      

            	
              2.5.

            	
              The
      Shares owned by the Seller are:

            


    

     

    
      	
               
      

            	
              (i)

            	
              duly
      authorised, validly issued, fully paid and non-assessable;
    and

            


    

    


    
      	
               
      

            	
              (ii)

            	
              free
      of any security interests, proxies, voting trusts and other voting
      agreements, calls or commitments of any
kind.

            


    

    


    
      	
               
      

            	
              2.6.

            	
              The
      Seller hereby unconditionally and irrevocably waives any claims and/or
      demands against the Company, its stockholders, officers and directors in
      connection with the Shares, and/or otherwise with respect to its
      relationship with the Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASER

            


    

     

    The
Purchaser hereby represents and warrants to the Seller as follows:

     

    
      	
               
      

            	
              3.1

            	
              Incorporation.  The
      Purchaser is a private company duly organized and validly existing under
      the laws of the State of Israel.

            


    

     

    
      	
               
      

            	
              3.2

            	
              Authority to
      Transact.  The Purchaser has the capacity and authority
      to execute and deliver this Agreement, to perform its obligations
      hereunder and to consummate the transactions contemplated hereby. All
      corporate action on the part of the Purchaser, its directors, and its
      shareholders necessary for the authorization and execution of this
      Agreement, the purchase of the Shares, and the performance of all of
      Purchaser’s obligations hereunder have been taken. This Agreement
      constitutes and, when signed by its duly authorized representatives, all
      other documents contemplated hereby will constitute, valid and legally
      binding obligations of the Purchaser, enforceable in accordance with their
      terms.

            


    

     

    
      	
               
      

            	
              3.3

            	
              Execution of
      Agreement.  The execution and delivery of this Agreement
      by the Purchaser does not, and the consummation of the transactions
      contemplated hereby will not, violate any provisions of the organizational
      documents of the Purchaser.

            


    

     

    
      	
              4.

            	
              CLOSING.

            


    

     

    Subject
to and concurrently with the closing under the Subscription Agreement dated
December 24, 2008 between the Company and the Purchaser (the "Subscription Agreement"), the
following transactions shall occur, which transactions shall be deemed to take
place simultaneously and none of them shall be deemed completed until all have
occurred (the “Closing”):

     

    
      	
               
      

            	
              4.1.

            	
              The
      Seller shall deliver to the Purchaser an exemption from withholding tax or
      certificate of reduced withholding in respect of the payment to the Seller
      for the Common Shares and Preferred Shares being sold by the Seller, all
      to the reasonable satisfaction of the Purchaser.  If such
      exemption or certificate of reduced withholding is not delivered by the
      Seller, the Purchaser shall deposit the consideration for the Common
      Shares and Preferred Shares in escrow with the Purchaser's legal counsel
      or accountant until such time as the Seller delivers an appropriate
      exemption or certificate of reduced withholding or instructs the Purchaser
      to withhold in full and make payment thereof to the Israeli tax
      authorities.

            


    

     

    
      	
               
      

            	
              4.2.

            	
              The
      Seller shall execute and deliver to Purchaser executed stock transfer
      deeds for the Common Shares and the Preferred Shares duly endorsed by the
      Seller in favor of the Purchaser accompanied by their respective share
      certificates.

            


    

     

    
      	
               
      

            	
              4.3.

            	
              The
      Purchaser shall pay the Seller the consideration for the Common Shares,
      Warrant Shares and Preferred Shares listed in Schedule
      A.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              FURTHER
      ASSURANCES

            


    

     

    Each of
the parties hereto shall perform such further acts and execute such further
documents as may reasonably be necessary to carry out and give full effect to
the provisions of this Agreement and the intentions of the parties as reflected
hereby.

     

    
      	
              6.

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of Israel without regard or giving effect to the conflict of laws or
choice of law provisions thereof or of any other jurisdiction. Any disputes
arising under or in relation to this Agreement shall be resolved exclusively by
the competent court in Israel.

     

    
      	
              7.

            	
              ASSIGNMENT

            


    

     

    Except as
otherwise expressly limited herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto. None of the rights, privileges, or
obligations set forth in, arising under, or created by this Agreement may be
assigned or transferred without the prior consent in writing of each party to
this Agreement.

     

    
      	
              8.

            	
              INTEGRATION

            


    

     

    This
Agreement constitutes the full and entire understanding and agreement between
the parties with regard to the subject matter hereof and thereof.  The
preamble hereto constitutes an integral part hereof.

     

    
      	
              9.

            	
              WAIVER,
      AMENDMENTS

            


    

     

    Any term
of this Agreement may be amended and the observance of any term hereof may be
waived (either prospectively or retroactively and either generally or in a
particular instance) only with the written consent of all of the parties to this
Agreement. No delay or omission to exercise any right, power, or remedy accruing
to any party upon any breach or default under this Agreement, shall be deemed a
waiver of any other breach or default theretofore or thereafter
occurring.  All remedies, either under this Agreement or by law or
otherwise afforded to any of the parties, shall be cumulative and not
alternative.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              10.

            	
              NOTICES

            


    

     

    All
notices and other communications required or permitted hereunder to be given to
a party to this Agreement shall be in writing and shall be sent via facsimile or
mailed by registered or certified mail, postage prepaid, or otherwise delivered
by hand or by messenger, to the address of the Seller appearing in Schedule
A and to the address of the Purchaser stated in the introduction to this
Agreement. Any notice sent in accordance with this Section 10 shall be effective
(i) if mailed, two (2) business days after domestic mailing and five business
days after international mailing, (ii) if sent by messenger, upon delivery, and
(iii) if sent via facsimile, upon transmission and electronic confirmation of
receipt or (if transmitted and received on a non-business day on the first
business day following transmission and electronic confirmation of
receipt).

     

    
      	
              11.

            	
              SEVERABILITY

            


    

     

    If any
provision of this Agreement is held by a court of competent jurisdiction to be
unenforceable under applicable law, then such provision shall be excluded from
this Agreement and the remainder of this Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms; provided, however, that in such event this Agreement shall be interpreted
so as to give effect, to the greatest extent consistent with and permitted by
applicable law, to the meaning and intention of the excluded provision as
determined by such court of competent jurisdiction.

     

    
      	
              12.

            	
              COUNTERPARTS

            


    

     

    This
Agreement may be signed electronically or by facsimile and in one or more
counterparts, each of which shall be deemed an original but all of which shall
be deemed to constitute a single instrument. A signed agreement received by a
party hereto via facsimile or electronically in either Tagged Image Format Files
(“TIFF”) or Portable
Document Format (“PDF”)
will be deemed an original, and binding upon the party who signed
it.

     

    [Signature
Pages Immediately to Follow]

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
WITNESS WHEREOF, the parties hereto have executed this Share Purchase Agreement
as of the date first written above.

     

    
      
        
          	
                  IXI
      MOBILE, INC.

                	 
      
	 
      	 
      	 
      
	
                  Signature:

                	
                  /S/

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                  Israel Frieder

                	 
      
	 
      	 
      	 
      
	
                  Title:

                	
                  Chairman of the Board of Directors and Chief
      Executive Officer

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  SOUTHPOINT
      MASTER FUND L.P.

                
	 
      	 
      	 
      
	
                  Signature:

                	
                      

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                      

                	 
      
	 
      	 
      	 
      
	
                  Title:

                	
                      

                	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                  RUNCOM
      TECHNOLOGIES LTD.

                
	 
      	 
      	 
      
	
                  Signature:

                	
                      

                	 
      
	 
      	 
      	 
      
	
                  By:

                	
                      

                	 
      
	 
      	 
      	 
      
	
                  Title:

                	
                      

                	 
      


        

      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Schedule
A

     

    
      
        
          	
                  Founder’s Name

                	 	
                  Number of

                  Common

                  Shares

                  Transferred to

                  Purchaser

                	 	 	
                  Number of

                  Warrant

                  Shares

                  Transferred

                  to Purchaser

                	 	 	
                  Number of

                  Preferred

                  Shares

                  Transferred

                  to

                  Purchaser

                	 	 	
                  Purchase

                  Price in

                  Dollars

                	 
	 
      	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Southpoint
      Master Fund L.P.

                	 	 	5,400,000	 	 	 	2,640,000	 	 	 	304,354	 	 	$	340,890	 


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Name of Party

                            	 	
                              Address

                            	 	
                              Jurisdiction

                            
	
                              Southpoint
      Master Fund L.P.

                            	 	
                              623
      Fifth Avenue, Suite 2601

                              New
      York, NY 10022

                            	 	
                              Cayman
      Islands

                            


                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     Schedule
B

     

    Loans

     

    1.           Letter
Agreement dated March 28, 2007, as amended, between Southpoint Master Fund, LP
and the Subsidiary for a loan in the amount of $2,000,000, the principal plus
accrued interest as of November 30, 2008 totals $2,489,568.

     

    2.           Loan
Agreement dated June 19, 2006, as amended, between Southpoint Master Fund, LP,
the Gemini Israel Funds, the Company and the Subsidiary in the amount of
$20,000,000 by Southpoint Master Fund, LP and $8,000,000 in assumption of debt
owed to Bank Leumi L'Israel and guaranteed by Gemini.  The remaining
outstanding principal plus interest as of November 30, 2008 owed to Southpoint
is $8,010,644.

     

    
      
        
        

      

      
        8