Exhibit 10.6

    

      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) 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”).

       

      WHEREAS,
the Sellers are the owners of certain shares in the Company and have 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 Sellers wish to sell such shares to the
Purchaser and the Purchaser wishes to purchase such shares from the Sellers 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), each
Seller shall sell and transfer to the Purchaser, severally and not jointly, and
the Purchaser shall purchase from each 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
alongside the name of such Seller 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 each
Seller as detailed alongside the name of such Seller in Schedule
A received by each Seller after conversion of the loans granted by such
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, all in consideration for warrants,
substantially in the form of Schedule
C hereto (the "Warrants"), to purchase
Ordinary Shares of the Purchaser, nominal value of NIS 0.001  each,
equal to 0.3182-% of the outstanding shares of the Purchaser on a fully diluted
basis as of the date hereof (i.e., for the purchase of 77 Ordinary Shares of the
Purchaser) at an exercise price of $2,066  per share.  The
Warrants shall be allocated among the Sellers in the amounts set forth next to
Sellers name on Schedule
A.

       

      
        	
                2.

              	
                REPRESENTATIONS
      AND WARRANTIES OF THE SELLERS

              


      

       

      Each of
the Sellers hereby represents and warrants, severally and not jointly, to the
Purchaser as follows:

       

      
        	
                 
      

              	
                2.1.

              	
                Incorporation.  Such
      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.  Such 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 such Seller necessary for the
      authorization and execution of this Agreement, and the performance of all
      of such Seller’s obligations hereunder have been taken. This Agreement
      constitutes the valid and legally binding obligation of such Seller,
      enforceable in accordance with its
terms.

              


      

       

      
        	
                 
      

              	
                2.3.

              	
                Execution of
      Agreement.

              


      

       

      
        	
                 
      

              	
                (A)

              	
                The
      execution and delivery of this Agreement by such 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
      such Seller;

              


      

      


      
        	
                 
      

              	
                (ii)

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

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                violate
      any provisions of such Seller’s organisational
  documents.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      execution, delivery and performance of and compliance with this Agreement
      and the other documents contemplated hereby by such 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 alongside its name 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 such 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.

              	
                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 Sellers 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, the issuance of the Warrants 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.

              


      

       

       

      
        	
                 
      

              	
                3.4      Warrants.  The
      Purchaser has reserved shares in sufficient quantity to issue the Warrant
      Shares to the Sellers.  Upon exercise of the Warrants, the
      Warrant Shares will be duly authorised, validly issued, fully paid and
      non-assessable

              


      

       

      
        	
                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
      Purchaser shall deliver the Warrants to the
  Sellers.

              


      

       

      
        	
                 
      

              	
                4.2.

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

              


      

       

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


      
        
           


        

        
          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.

       

      
        	
                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 addresses appearing alongside each of the
Sellers in the list attached hereto as 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).


      
        
           


        

        
          4

          
            

          

        

        
           


        

      

       

      
        	
                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:

                          	 
      	 
	 
      	 
      	 
	
                            By:

                          	
                            Israel Frieder

                          	 
	 
      	 
      	 
	
                            Title:

                          	
                            Chairman of the Board of Directors and Chief
      Executive Officer

                          	 


                  

                

              

            

          

        

      

       

      [Signature Page 1
of 2 of this Share Purchase Agreement]


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

       

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

         

        GEMINI
ISRAEL III LP

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Signature:

                                    	 
      	 
      
	
                                      By:

                                    	
                                      Yossi
      Sela

                                    	
                                      David
      Cohen

                                    
	
                                      Title:

                                    	
                                      Managing
      Partner

                                    	
                                      General
      Partner, Chief Financial
Officer

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        GEMINI
PARTNERS INVESTORS LP

         

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Signature:

                                	 
      	 
      
	
                                  By:

                                	
                                  Yossi
      Sela

                                	
                                  David
      Cohen

                                
	
                                  Title:

                                	
                                  Managing
      Partner

                                	
                                  General
      Partner, Chief Financial
Officer

                                


                        

                      

                    

                  

                

              

            

          

        

         

        GEMINI
ISRAEL III PARALLEL FUND LP

         

        
          
            
              
                
                  
                    
                      	
                              Signature:

                            	 
      	 
      
	
                              By:

                            	
                              Yossi
      Sela

                            	
                              David
      Cohen

                            
	
                              Title:

                            	
                              Managing
      Partner

                            	
                              General
      Partner, Chief Financial
Officer

                            


                    

                  

                

              

            

          

        

         

        GEMINI
ISRAEL III OVERFLOW FUND LP

         

        
          
            
              
                
                  
                    
                      	
                              Signature:

                            	 
      	 
      
	
                              By:

                            	
                              Yossi
      Sela

                            	
                              David
      Cohen

                            
	
                              Title:

                            	
                              Managing
      Partner

                            	
                              General
      Partner, Chief Financial
Officer

                            


                    

                  

                

              

            

          

        

         

        RUNCOM
TECHNOLOGIES LTD.

         

        
          
            
              
                
                  	
                          Signature:

                        	 
      	 
	 
      	 
      	 
	
                          By:

                        	 
      	 
	
                          Title:

                        	 
      	 


                

              

            

          

        

         

        [Signature Page 2
of 2 of this Share Purchase Agreement]

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      


      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

                            Warrant

                            Shares in

                            Purchaser

                          	 
	
                            Gemini
      Israel III LP

                          	 	 	2,491,636	 	 	 	297,667	 	 	 	98,062	 	 	 	55	 
	
                            Gemini
      Partners Investors LP

                          	 	 	29,761	 	 	 	3,542	 	 	 	1,167	 	 	 	1	 
	
                            Gemini
      Israel III Parallel Fund LP

                          	 	 	454,219	 	 	 	54,250	 	 	 	17,872	 	 	 	10	 
	
                            Gemini
      Israel III Overflow Fund LP

                          	 	 	512,279	 	 	 	61,208	 	 	 	20,164	 	 	 	11	 
	
                            Total

                          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	77	 


                  

                

              

            

          

        

      

       

      
        
          
            
              
                	
                        Name of Party

                      	 	
                        Address

                      	 	
                        Jurisdiction

                      
	
                        Gemini
      Israel III LP

                      	 	
                        9
      Hamenofim Street, Herzliya Israel

                        Fax
      No.: 09 958 4842

                      	 	
                        Delaware

                      
	
                        Gemini
      Partners Investors LP

                      	 	
                        9
      Hamenofim Street, Herzliya Israel

                        Fax
      No.: 09 958 4842

                      	 	
                        Israel

                      
	
                        Gemini
      Israel III Parallel Fund LP

                      	 	
                        9
      Hamenofim Street, Herzliya Israel

                        Fax
      No.: 09 958 4842

                      	 	
                        Israel

                      
	
                        Gemini
      Israel III Overflow Fund LP

                      	 	
                        9
      Hamenofim Street, Herzliya Israel

                        Fax
      No.: 09 958 4842

                      	 	
                        Delaware

                      


              

            

          

        

      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


       Schedule
B

       

      Loans

       

      1.           50%
participation in Letter Agreement dated March 28, 2007 between Gemini Israel
Funds, Landa Ventures Ltd. and the Company for a loan in the amount of
$4,000,000, guaranteed by the Subsidiary, the principal plus accrued interest as
of November 30, 2008 totals $2,195,616.

       

      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
debt as of November 30, 2008 owed to Gemini consisting of a guarantee of the
Corporation's line of credit is $2,540,000.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Schedule
C

       

      Form of
Warrant


      
        
           


        

        
          10