SUBSCRIPTION
AGREEMENT

     

    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”).

     

    The
Subscriber hereby tenders to the Corporation this subscription offer which, upon
acceptance by the Corporation, will constitute a binding agreement of the
Subscriber to subscribe for, take up, purchase and pay for and, on the part of
the Corporation, to issue and sell to the Subscriber the number of Shares set
out below on the terms and subject to the conditions set out in this
Agreement.

     

    In
addition, Corporation shall issue to Subscriber a Warrant for the purchase of
115,942 Preferred Shares at an exercise price per Share equal to the Purchase
Price in the form attached hereto as Exhibit
B.


     

    
      
        
          
            
              	
                      Number
      of Shares:

                    	 	 	
                      8,695,652

                    	 
	 
      	 	 	 	 
	
                      Total
      Purchase Price at $0.115 per Share:

                    	 	$	1,000,000
    	 
	 
      	 	 	 	 
	
                      Aggregate
      Purchase Price:

                    	 	$	1,000,000	 


            

          

        

      

    

     

    
      
        
          
            
              	
                      Warrant
      Shares:

                    	 	 	
                      115,942

                    	 
	 
      	 	 	 	 
	
                      Exercise
      Price $34.50 per Preferred Share:

                    	 	$	4,000,000
    	 
	 
      	 	 	 	 
	
                      Aggregate
      Exercise Price:

                    	 	$	4,000,000	 


            

          

        

      

    

     

    DATED
this 24 day of December, 2008.

    


    
      
        
          	
                  ________________________________________

                  RUNCOM
      TECHNOLOGIES LTD.

                	 	
                  11
      Moshe Levi Street, Rishon Lezion 75658, Israel
      ________________________________________

                  (Subscriber’s
      Address)

                
	
                   

                  By:Dr.
      Zion Hadad, Chief Executive Officer

                   ________________________________________

                      (Official
      Capacity or Title - please print)

                	 	
                   

                  972-3-9428880

                  (Telephone
      Number)

                
	
                   

                  ________________________________________

                  Authorized
      Signature

                	 	
                  _

                  972-3-9528805
      

                  _______________________________________

                  (Facsimile
      Number)

                
	
                   

                  ________________________________________

                  (Please
      print name of individual whose signature appears above if different than
      the name of the

                  Subscriber
      printed above).

                	 	
                   

                  ________________________________________

                  (Email
      Address)

                


        

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
subscription is accepted by the Corporation this 24 day of December,
2008.

    


    IXI
MOBILE, INC.


    


    Per:

    Israel Frieder, Chairman of
the Board of Directors and Chief Executive Officer

    Authorized
Signatory


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              1.1.

            	
              In
      this Agreement, unless the context otherwise
  requires:

            


    

     

    “1933 Act” means the United
States Securities Act of 1933, as amended;

     

    “Additional Acquired Shares”
means, 8,887,895 Common Shares and warrants for 3,056,667  Shares of
the Corporation to be transferred to Subscriber by Gemini and South Point, at
the Closing of the transactions contemplated under this Agreement;

     

    “Assets” means all of
Corporation’s tangible and intangible assets;

     

    “Agreement” means this
Subscription Agreement;

     

    "Certificate of Designation"
means the certificate of designation for the Preferred Shares in the form of
Exhibit D
attached hereto.

     

    “Closing” means the day on
which the transactions contemplated hereby are consummated pursuant to the terms
of Section 5 below;

     

    "Conversion Loan" means the
loans made by Gemini and South Point to the Corporation which are convertible by
their terms to Preferred Shares pursuant to the Loan Agreement listed in Exhibit C attached
hereto.

     

    “Conversion Shares” means
Preferred Shares issued to Gemini and Southpoint upon conversion of that certain
loan by Gemini and South Point (“Lender”);

     

    “Exemption” means the
exemptions from the prospectus requirements of the 1933 Act;

     

    "Gemini" means Gemini Israel
III L.P., Gemini Partners Investors L.P., Gemini Israel III Parallel Fund L.P.,
Gemini Israel III Overflow Fund L.P.;

     

    “General Disclosure Schedule”
means that certain General Disclosure Schedule attached to this Agreement as
Exhibit A,
which is an integral part of this Agreement;

     

    “Intellectual Property Rights”
means Patents, know-how, show how, copy rights, trade secrets, trade marks,
logos other technology of the Corporation, including, but not limited to, a
source code used in connection with the operations of its
technology;

     

    “Parties” or “Party” means the Subscriber,
the Corporation or both, as the context requires;

     

    “Patents” means, including, but
not limited to, patent applications, substitutions and/or any renewal
thereof;

     

    "Preferred Shares" means shares
of preferred stock of the Corporation par value  $0.0001 each with the
rights set forth in the Certificate of Designation.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Private Placement” means the
offering of the Units by the Corporation;

     

    “Regulation S” means Regulation
S promulgated under the 1933 Act;

     

    “Regulatory Authorities” means
the SEC and the securities regulatory authorities in an international
jurisdiction;

     

    “SEC” means the United States
Securities and Exchange Commission;

     

    “Shares” means shares of common
stock par value  $0.0001 each of the Corporation;

     

    "South Point" means Southpoint
Master Fund L.P.,

     

    “Subscriber” has the meaning
ascribed to it on the cover page;

     

     “Subscription Proceeds” means $
1,000,000;

     

     “U.S. Person” has the meaning
ascribed to it in Rule 902 of Regulation S of the 1933 Act. Without limiting the
foregoing, but for greater clarity in this Agreement, a U.S. Person includes,
subject to the exclusions set forth in Regulation S, (i) any natural person
resident in the United States, (ii) any partnership or corporation organized or
incorporated under the laws of the United States, (iii) any estate or trust of
which any executor, administrator or trustee is a U.S. Person, (iv) any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated, or (if an individual)
resident in the United States, and (v) any partnership or corporation organized
or incorporated under the laws of any non-U.S. jurisdiction which is formed by a
U.S. Person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated, and
owned, by accredited investors who are not natural persons, estates or
trusts;

     

    “Units” means the Shares and
the Warrant;

     

    “Warrant” means that certain
warrant to be issued to Subscriber at the Closing in the form attached hereto as
Exhibit
B;

     

    “Warrant Shares” means the
Shares to be issued to Subscriber upon exercise of the Warrant, which may be
exercised by Subscriber within a period of twelve (12) months, in whole or in
part at an exercise price per Share that is equal to the Purchase Price for an
aggregate amount of US$ 4 million;

     

    
      	
              1.2

            	
              This
      Agreement is to be read with all changes in gender or number as required
      by the context.

            


    

     

    
      	
              1.3

            	
              The
      headings in this Agreement are for convenience of reference only and do
      not affect the interpretation of this
Agreement.

            


    

     

    
      	
              1.4

            	
              Unless
      otherwise indicated, all dollar amounts referred to in this Agreement are
      in lawful currency of the United States of
  America.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.5

            	
              This
      Agreement is governed by, subject to and interpreted in accordance with
      the laws of the State of Israel. The competent courts in Tel Aviv-Jaffa,
      Israel shall have sole and exclusive jurisdiction on and dispute arising
      out or in connection with this
Agreement.

            


    

     

    
      	
              2.

            	
              REPRESENTATIONS,
      WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS OF THE
    SUBSCRIBER

            


    

     

    The
Subscriber acknowledges, represents, warrants and covenants to and with the
Corporation that, as at the date given above and at the Closing:

     

    
      	
               
      

            	
              (a)

            	
              no
      prospectus has been filed by the Corporation with the SEC in connection
      with the issuance of the Units (or any Warrant Shares), such issuance is
      exempted from the prospectus requirements of the 1933 Act and
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Subscriber is restricted from using most of the civil remedies available
      under the 1933 Act;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Subscriber may not receive information that would otherwise be required to
      be provided to it under the 1933 Act;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Corporation is relieved from certain obligations that would otherwise
      apply under the 1933 Act.

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Subscriber certifies that it is a company registered in the State of
      Israel;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Subscriber is purchasing the Subscriber’s Units (and any Warrant Shares)
      as principal for its own account and not for the benefit of any other
      person, and is purchasing the Subscriber’s Units (and any Warrant Shares)
      for investment only and not with a view to the resale or distribution of
      all or any of the Subscriber’s Units (and any Warrant
    Shares);

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Subscriber acknowledges that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      SEC or similar Regulatory Authority has not reviewed or passed on the
      merits of the Units (and any Warrant
Shares);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              there
      is no government or other insurance covering the Units (and any Warrant
      Shares);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              there
      are risks associated with the purchase of the Units (and any Warrant
      Shares);

            


    

     

    
      	
               
      

            	
              (iv)

            	
              there
      are restrictions on the Subscriber’s ability to resell the Units (and any
      Warrant Shares); and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      Corporation has advised the Subscriber that the Corporation is relying on
      an exemption from the rules and regulations requiring it to provide the
      Subscriber with a prospectus and to sell securities through a person
      registered to sell securities under the 1933 Act and, as a consequence of
      acquiring Units (and any Warrant Shares) pursuant to an Exemption, certain
      protections, rights and remedies provided by the 1933 Act, including
      statutory rights of rescission or damages, will not be available to the
      Subscriber;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              the
      Subscriber is not a U.S. Person;

            


    

     

    
      	
               
      

            	
              (f)

            	
              no
      person has made to the Subscriber any written or oral
      representations:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      any person will resell or repurchase any of the
  Shares;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              as
      to the future price or value of any of the
  Shares;

            


    

     

    
      	
               
      

            	
              (g)

            	
              the
      offer made by this subscription is irrevocable by the Subscriber and
      requires acceptance by the
Corporation;

            


    

     

    
      	
               
      

            	
              (h)

            	
              the
      Subscriber has the legal capacity and competence to enter into and execute
      this Agreement and to take all actions required pursuant hereto, and the
      Subscriber is a corporation it is duly incorporated and validly subsisting
      under the laws of its jurisdiction of incorporation, and all necessary
      approvals by its directors, shareholders and others have been given to
      authorize the execution of this Agreement on behalf of the
      Subscriber;

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      entering into of this Agreement and the transaction contemplated hereby
      will not result in the violation of any of the terms and provisions of the
      incorporation documents of, the Subscriber or of any agreement, written or
      oral, to which the Subscriber may be a party or by which it is or may be
      bound;

            


    

     

    
      	
               
      

            	
              (j)

            	
              this
      Agreement has been duly executed and delivered by the Subscriber and
      constitutes a legal, valid and binding obligation of the Subscriber
      enforceable against the Subscriber;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      Subscriber is aware of the risks and other characteristics of the Units
      (and any Warrant Shares) and of the fact that the Subscriber may not be
      able to resell the Units (and any Warrant Shares) purchased by it except
      in accordance with the applicable securities legislation and regulatory
      policies and that the Units (and any Warrant Shares) may be subject to
      resale restrictions and may bear a legend to this
  effect;

            


    

     

    
      	
               
      

            	
              (l)

            	
              if
      required by applicable securities legislation, policy or order or by any
      securities commission, stock exchange or other regulatory authority, the
      Subscriber will execute, deliver, file and otherwise assist the
      Corporation in filing, such reports, undertakings and other documents with
      respect to the issue of the Corporation as may be
  required;

            


    

     

    
      	
               
      

            	
              (m)

            	
              the
      Subscriber has such knowledge in financial and business affairs as to be
      capable of evaluating the merits and risks of its
    investment;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (n)

            	
              the
      Subscriber agrees that the Corporation may be required by law or otherwise
      to disclose to any Regulatory Authorities the identity of the Subscriber
      and, if applicable, the beneficial purchaser for whom the Subscriber may
      be acting;

            


    

     

    
      	
               
      

            	
              (o)

            	
              the
      Subscriber has reviewed all of the Corporation's filings under the 1934
      Act;

            


    

     

    
      	
               
      

            	
              (p)

            	
              the
      Subscriber agrees that the above representations, warranties, covenants
      and acknowledgements in this subsection will be true and correct both as
      of the execution of this subscription and as of the day of Closing;
      and

            


    

     

    
      	
               
      

            	
              (q)

            	
              other
      than as aforesaid no further representations are made by Subscriber in
      connection with the Private
Placement.

            


    

     

    The
foregoing representations, warranties, covenants and acknowledgements are made
by the Subscriber with the intent that they be relied upon by the Corporation in
determining its suitability as a purchaser of Units (and any Warrant
Shares).  The Subscriber undertakes to notify the Corporation
immediately of any change in any representation, warranty or other information
relating to the Subscriber set forth herein which takes place prior to the
Closing.

     

    
      	
              3.

            	
              REPRESENTATIONS,
      WARRANTIES AND COVENANTS OF THE
CORPORATION

            


    

     

    
      	
              3.1

            	
              The
      Corporation represents, warrants and covenants that, as of the date given
      above and at the Closing:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Corporation is an entity duly incorporated and validly existing
      corporation incorporated under the laws of the State
      of  Delaware;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Corporation is, where required, duly registered and licensed to carry on
      business in the jurisdictions in which it carries on business or owns
      property where required under the laws of that jurisdiction, except where
      in failure to so register will not have a material adverse effect on the
      Corporation;

            


    

     

    
      	
               
      

            	
              (c)

            	
              except
      as set forth in Section 3.1(c) of the
      General Disclosure Schedule attached hereto, the Corporation has
      sufficient non-issued shares in its authorized share capital to issue the
      Shares, including the Warrant Shares and the Conversion Shares, and upon
      their issuance the Shares will be duly and validly issued as fully paid
      and non-assessable, and when issued in accordance with the proper exercise
      of the Warrants, including the payment thereof, the Shares issuable
      thereunder shall be duly and validly issued as fully paid and
      non-assessable;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      execution and delivery of this Agreement by the Corporation does not, and
      the performance of its obligations hereunder will not, require any
      consent, approval, authorization or permit of, or filing with or
      notification to, governmental entity, except as set forth in Section 3.1(d) of the
      General Disclosure Schedule.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (e)

            	
              except
      as set forth in Section 3.1(e) of the
      General Disclosure Schedule, the Corporation has complied and will
      comply fully with the requirements of all applicable corporate and
      securities laws and administrative policies and directions in relation to
      the issue of its securities and in all matters relating to the Private
      Placement;

            


    

     

    
      	
               
      

            	
              (f)

            	
              except
      as disclosed in Section 3.1(f) of the
      General Disclosure Schedule the issue and sale of the Shares by the
      Corporation does not and will not conflict with, and does not and will not
      result in a breach of, any of the terms of the Corporation’s certificate
      of incorporation or any agreement or instrument to which the Corporation
      is a Party or by which it is bound;

            


    

     

    
      	
               
      

            	
              (g)

            	
              except
      as disclosed in Section 3.1(g) of the
      General Disclosure Schedule, the Corporation is not a Party to any
      actions, suits or proceedings which could materially affect its business
      or financial condition, and except for the events already disclosed by the
      Corporation, to the best of the Corporation’s knowledge no such actions,
      suits or proceedings are contemplated or have been
    threatened;

            


    

     

    
      	
               
      

            	
              (h)

            	
              this
      Agreement has been or will be by the Closing, duly authorized by all
      necessary corporate action on the part of the Corporation, and the Issuer
      has or will have by the Closing full corporate power and authority to
      undertake the Private Placement;
and

            


    

     

    
      	
               
      

            	
              (i)

            	
              no
      order ceasing or suspending trading in securities of the Corporation nor
      prohibiting the sale of such securities has been issued to and is
      outstanding against the Corporation or its directors, officers or
      promoters or against any other companies that have common directors,
      officers or promoters and no investigations or proceedings for such
      purposes are pending or threatened.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Except
      as set forth in Section 3.1(j) of the
      General Disclosure Schedule, the Corporation owns all right, title
      and interest to the Assets, including, without limitation, all right,
      title and interest to sue for infringement of the Patents. The
      Intellectual Property Rights, including, but not limited to, Patents are
      free and clear of all liens, claims, mortgages, pledges, security
      interests, other encumbrances and/or other third parties’ rights or
      restrictions of any kind whatsoever. The Corporation is not aware of any
      actions, suits, investigations, claims or proceedings pending or in
      progress relating to the Assets. To Corporations’ knowledge, the Assets do
      not infringe any third parties’ rights, including, but not limited to,
      patents.

            


    

     

    Without
limiting the foregoing, Corporation represents and warrants that:

     

    
      	
               
      

            	
              (i)

            	
              The Corporation
      has the valid right to use, by virtue of ownership or pursuant to written
      license agreements, free and clear of all liens, security interests or
      other encumbrances, all Intellectual Property necessary for the conduct of
      the business of the Corporation and all Intellectual Property used or held
      for use in connection with the businesses of the Corporation as currently
      conducted by the Corporation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              Other
      than as set forth in Section 3.1(j)(ii) of
      the General Disclosure Schedule, no claim has been asserted and is
      pending or, to the knowledge of the Corporation, has been threatened by
      any person or entity challenging or questioning the use of any
      Intellectual Property Rights or the validity, scope, enforceability,
      registerability, effectiveness or ownership of any Intellectual Property
      Rights, in whole or in part, and to the Corporation's knowledge, there are
      no grounds for the same.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Other
      than as set forth in Section 3.1(j)(ii) of
      the General Disclosure Schedule, the Intellectual Property Rights
      owned by the Corporation have not been, and with respect to Intellectual
      Property Rights consisting of licenses granted to the Corporation, to the
      knowledge of the Corporation, have not been assigned, transferred,
      licensed, made subject to any option right, right of first offer,
      negotiation or refusal or any other contingent or non-contingent third
      party right or interest, or otherwise disposed of in any manner, in whole
      or in part, that limits or restricts the Corporation’s right or ability to
      exploit the Intellectual Property
Rights.

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Neither
      the execution of this Agreement nor the consummation of the transactions
      contemplated hereby will cause the diminution, termination or forfeiture
      of any Intellectual Property Rights or of any right, title or interest in
      or to the said Intellectual Property
Rights.

            


    

     

    
      	
               
      

            	
              (v)

            	
              Section 3.1(j)(v) of
      the General Disclosure Schedule lists open source materials that
      the Corporation has used in any way and describes the manner in which such
      open source materials have been used, including, without limitation,
      whether and how the open source materials have been modified and/or
      distributed by the Corporation. Except as set forth on Section 3.1(j)(v) of
      the General Disclosure Schedule, the Corporation has not (i)
      incorporated open source materials into, or combined open source materials
      with, software developed or distributed by the Corporation; (ii)
      distributed open source materials in conjunction with any other Software
      developed or distributed by the Corporation; or (iii) used open source
      materials governed by any agreement or arrangement that creates, or
      purports to create, obligations for the Corporation with respect to
      software developed or distributed by the Corporation or that grants, or
      purports to grant, to any third party, any rights to or immunities under
      Intellectual Property Rights (including, but not limited to, any use of
      any open source materials pursuant to any agreement or arrangement that
      requires, as a condition of use, modification and/or distribution of such
      open source materials that other software incorporating or incorporated or
      into, derived from or used or distributed with such open source materials
      be (x) disclosed or distributed in source code form, (y) licensed for the
      purpose of making derivative works, or (z) redistributable at no
      charge).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (vi)

            	
              Other
      than as listed in Section 3.1(j)(vi) of
      the General Disclosure Schedule, none of the research and
      development that led to the inventions which are the subject of the Assets
      and none of the technology or know-how incorporated in those inventions
      were financed by any governmental and/or other
  institution.

            


    

     

    
      	
               
      

            	
              (k)

            	
              No
      broker fee or other payment is payable by the Corporation in connection
      with the transactions contemplated
hereunder.

            


    

     

    
      	
               
      

            	
              (l)

            	
              The
      registered share capital of the Corporation is 61,000,000 shares comprised
      of 60,000,000 common shares and 1,000,000 preferred shares. Section 3.1(l) of the
      General Disclosure Schedule lists the capitalization table of the
      Corporation, on a fully diluted and as converted basis (pre and post
      Closing).

            


    

     

    
      	
               
      

            	
              (m)

            	
              The
      Shares to be issued to Subscriber upon the Closing together with the
      Warrant Shares, Conversion Shares, the Additional Acquired Shares, and the
      Preferred Shares to be issued upon exercise of the Warrant, represent
      approximately 91.85% of the Corporation’s voting
  rights.

            


    

     

    
      	
               
      

            	
              (n)

            	
              True
      and correct copies of the audited consolidated financial statements of the
      Corporation as of and for the year ended December 31, 2007 and for the
      period ended June 30, 2008 (collectively, the “Financial Statements”),
      are as set forth in the Annual Report on Form 10-K, and the Quarterly
      Report on Form 10-Q, each filed by the Corporation with the SEC on March
      31, 2008 and August 19, 2008, respectively.  The Financial
      Statements are true and correct, are in accordance with the books and
      records of the Corporation, have been prepared in accordance with US
      generally accepted accounting principles (“GAAP”) consistently
      applied, and fairly and accurately present in all material respects the
      financial position of the Corporation as of such dates and the results of
      its operations for the periods then ended.  The Corporation has
      not yet filed with the SEC its Quarterly Report on Form 10-Q for the third
      quarter of 2008.

            


    

     

    
      	
               
      

            	
              (o)

            	
              The
      Corporation does not have any liabilities not reflected in the Financial
      Statements other than as listed in Section 3.1(o) of the
      General Disclosure Schedule or incurred in the ordinary course of
      business or not in an aggregate of more than $ 200,000. Without derogating
      from the generality of the foregoing, except as expressly set forth in the
      Financial Statements or in Section 3.1(o) of the
      General Disclosure Schedule, the Corporation is not a guarantor of
      any debt or obligation of another, nor has the Corporation given any
      indemnification, loan, security or otherwise agreed to become directly or
      contingently liable for any obligation of any person, and no person has
      given any guarantee of, or security for, any obligation of the
      Corporation.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              CLOSING

            


    

     

    
      	
              4.1

            	
              The
      Closing will take place on December 24, 2008 or such date or dates to be
      mutually agreed between the Subscriber and the Corporation, and if a
      Closing does not occur on or before January 24, 2008, either Party may
      terminate this Agreement, and neither Party will have any claim and/or
      demand against the other Party, its directors, officers and/or
      stockholders.

            


    

     

    
      	
              4.2

            	
              Upon
      Closing, the Subscriber will deliver to the Corporation a certified check,
      wire transfer or bank draft for the total price of the Subscriber’s Shares
      made payable to the Corporation.

            


    

     

    4.3           At
Closing, the Corporation will deliver

     

    
      	
               
      

            	
              (a)

            	
              a
      copy of the Corporation’s board of directors resolution certified by an
      authorized officer of the Corporation, approving the issuance of the
      Shares, the conversion of the Loan into the Conversion Shares and the
      issuance of the Warrant hereunder;

            


    

     

    
      	
               
      

            	
              (b)

            	
              irrevocable
      instructions to its transfer agent to issue as soon as is reasonably
      practicable (but within up to 90 days) to the Subscriber share
      certificates for the Shares purchased under this Agreement, including, but
      not limited to, the Conversion Shares and the Additional Acquired
      Shares;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      the Subscriber the certificate(s) representing the Warrants registered in
      the name of the Subscriber or its nominee and a copy of the books of the
      Corporation evidencing the registration of the Shares purchased under this
      Agreement, the Additional Acquired Shares and the Conversion Shares in the
      name of the Subscriber;

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      certificate duly executed by the Chief Executive Officer and Chief
      Financial Officer of the Corporation, and dated as of the Closing date;
      such certificate confirming and certifying that the Corporation has
      performed and complied with all of its covenants, agreements, and
      undertakings required to be performed and complied with, at or prior to
      the Closing;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Messrs Gideon Barak, Amit
      Haller, Shlomo Shalev, Yossi Sela, and Matt Hills  shall resign from
      the Board of Directors of the Corporation, and the Board of Directors
      shall nominate additional members of the Board of Directors to be
      specified by the Subscriber, all in effect as of the Closing, all in
      accordance with the Corporation’s charter documents and applicable law;
      and

            


    

     

    
      	
               
      

            	
              (f)

            	
              a legal opinion of Choate, Hall
      & Stewart LLP, in a form satisfactory to Subscriber that all required
      approvals and authorizations by Corporation shall have been obtained prior
      to Closing;  

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
               (g)

            	
              a
      waiver, release and letter of indemnification to all current directors, in
      form and substance reasonably satisfactory to the
    Corporation;

            


    

     

    
      	
               
      

            	
              (i)

            	
              letters
      discharging any and all pledges and liens registered with respect to the
      Corporation's Assets other than liens granted by the Subsidiary in favor
      of First International Bank of Israel of September 15, 2003 and Bank Leumi
      L'Israel Ltd. of September 1, 2004 and listed in the Disclosure
      Schedule.

            


    

     

    
      	
              4.4

            	
              Simultaneously
      with the Closing, (i) the Corporation will amend the terms of conversion
      of the Conversion Loans such that Conversion Loans will be convertible
      into Preferred Shares at a price per share of US$34.50; (ii) the
      Corporation shall grant rights to convert certain outstanding loans listed
      in Exhibit C
      currently payable to Gemini and South Point in the aggregate amount of
      US$4 million into Preferred Shares at an exercise price of US$34.50 per
      Preferred Share, and such loans shall thereafter be deemed to be part of
      the Conversion Loans; (iii) Gemini and South Point shall convert the
      Conversion Loans to Preferred Shares; and (iv) Gemini and South Point
      shall transfer the Additional Acquired Shares and the Conversion Shares to
      the Subscriber in accordance with the Share Purchase
      Agreement.

            


    

     

    
      	
              4.5

            	
              The
      Subscriber's obligations to subscribe for the Shares to be purchased
      hereunder is subject to the fulfilment, prior to or at the Closing, of
      each of the following conditions:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      representations and warranties of each of the Company and each of the
      Founders were true and correct when made and shall be true and correct in
      all material respects at the Closing as though made again at the Closing
      Date;

            


    

    


    
      	
               
      

            	
              (b)

            	
              no
      proceeding or resolution for bankruptcy, dissolution, liquidation,
      winding-up, appointment of a receiver and/or similar proceeding has been
      instituted or taken by the Corporation and no such proceeding has been
      instituted against it; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      Subscriber shall have completed its financial due diligence to
      Subscriber's satisfaction, by no later than December 31,
    2008.

            


    

     

    
      	
              5. 

            	
              ADDITIONAL
      COVENANTS

            


    

     

    
      	
              5.1

            	
              The
      Corporation will obtain and maintain in effect a directors' and officers'
      run off insurance policy for the current directors and officers of the
      Corporation in customary form from a reputable insurance company to be in
      force for a period of seven years from the
  Closing.

            


    

     

    
      	
              5.2

            	
              The
      Corporation will convene a shareholders meeting to increase the authorized
      capital of the Corporation to provide sufficient unissued shares for such
      conversion.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.

            	
              RESALE
      RESTRICTION

            


    

     

    The
Subscriber understands and acknowledges that the Units (and any Warrant Shares)
will be subject to resale restrictions under United States securities laws, the
terms of which may be endorsed on the certificates representing the Units (and
any Warrant Shares), and the Subscriber agrees to comply with such resale
restrictions. The Subscriber also acknowledges that it has been advised to
consult with its own independent legal advisor with respect to the applicable
resale restrictions and the Subscriber is solely responsible for complying with
such restrictions and the Corporation is not responsible for ensuring compliance
by the Subscriber with the applicable resale restrictions.

     

    
      	
              7.

            	
              USE
      OF PERSONAL INFORMATION

            


    

     

    
      	
              7.1

            	
              The
      Subscriber hereby acknowledges and consents to: (i) the disclosure by the
      Subscriber and the Corporation of Personal Information concerning the
      Subscriber to any Regulatory Authorities, or to a stock exchange and any
      of its affiliates, authorized agents, subsidiaries and divisions,
      (collectively referred to as “an Exchange”); and (ii)
      the collection, use and disclosure of Personal Information by an Exchange
      for the following purposes (or as otherwise identified by such Exchange,
      from time to time):

            


    

    


    
      	
               
      

            	
              (a)

            	
              to
      conduct background checks;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      verify the Personal Information that has been provided about the
      Subscriber;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      consider the suitability of the Subscriber as a holder of securities of
      the Corporation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      consider the eligibility of the Corporation to list on the
      Exchange;

            


    

     

    
      	
               
      

            	
              (e)

            	
              to
      provide disclosure to market participants as the security holdings of the
      Corporation’s shareholders, and their involvement with any other reporting
      issuers, issuers subject to a cease trade order or bankruptcy, and
      information respecting penalties, sanctions or personal bankruptcies, and
      possible conflicts of interest with the
Issuer;

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      detect and prevent fraud;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      conduct enforcement proceedings;
and

            


    

     

    
      	
               
      

            	
              (h)

            	
              to
      perform other investigations as required by and to ensure compliance with
      all applicable rules, policies, rulings and regulations of an Exchange,
      securities legislation and other legal and regulatory requirements
      governing the conduct and protection of the public
  markets.

            


    

     

    
      
        	
                7.2

              	
                Herein,
      “Personal Information” includes any information about the Subscriber
      required to be disclosed to a Regulatory Authority or an Exchange, whether
      pursuant to a Regulatory Authority or Exchange form or a request made by a
      Regulatory Authority or an
Exchange.

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                7.3

              	
                The
      Subscriber acknowledges and consents to: (i) the fact that the Corporation
      is collecting his Personal Information for the purpose of completing this
      Agreement; (ii) the Corporation retaining such Personal Information for as
      long as permitted or required by law or business practices; (iii) the fact
      that the Corporation may be required by securities laws, the rules and
      policies of any stock exchange to provide Regulatory Authorities with any
      Personal Information provided by the Subscriber in this
      Agreement.

              


      

    

     

    
      	
              8.

            	
              MISCELLANEOUS

            


    

     

    
      	
              8.1

            	
              This
      Agreement, which includes any interest granted or right arising under this
      Agreement, may not be assigned or
transferred.

            


    

     

    
      	
              8.2

            	
              Except
      as expressly provided in this Agreement and in the agreements, instruments
      and other documents contemplated or provided for herein, this Agreement
      contains the entire agreement between the Parties with respect to the
      Units and there are no other terms, conditions, representations or
      warranties whether expressed, implied, oral or written, by statute, by
      common law, by the Corporation, or by anyone
  else.

            


    

     

    
      	
              8.3 

            	
              The
      Parties may amend this Agreement only in
  writing.

            


    

     

    
      	
              8.4

            	
              This
      Agreement enures to the benefit of and is binding upon the Parties and, as
      the case may be, their respective heirs, executors, administrators and,
      successors.

            


    

     

    
      	
              8.5

            	
              A
      Party will give all notices or other written communications to the other
      Party concerning this Agreement by hand or by registered mail addressed to
      such other Party’s respective address which is noted on the cover page of
      this Agreement.

            


    

     

    
      	
              8.6

            	
              This
      Agreement may be executed in counterparts, each of which when delivered
      will be deemed to be an original and all of which together will constitute
      one and the same document and the Corporation will be entitled to rely on
      delivery by facsimile machine of an executed copy of this subscription,
      and acceptance by the Corporation of such facsimile copy will be equally
      effective to create a valid and binding agreement between the Subscriber
      and the Issuer as if the Corporation had accepted the subscription
      originally executed by the
Subscriber.

            


    

     

    
      	
              8.7.

            	
              Without
      limiting the generality of the parties’ confidentiality obligations and
      subject to any duty imposed by any applicable law, it is agreed
      immediately subsequent to the Closing the Corporation will announce the
      transaction hereof by issuing a press releases and making such other
      filings as required by applicable
law.

            


    

     

    
      	
              8.8

            	
              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
      telecopied, or sent by courier, or otherwise delivered by hand, addressed
      to such Party's address as set forth below or at such other address as the
      Party shall have furnished to each other Party in writing in accordance
      with this provision:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    if to the
Corporation:

    IXI
Mobile, Inc.

    17
Hatidhar St

    Raanana

     

    Attn CEO
and Legal Dep.

    Facsimile:
+972-9-7461384


     

    With a
copy to:

    Herzog,
Fox & Neeman

    4
Weizmann Street

    Tel Aviv
64 239

    Attn:  Alon
Sahar, Adv.

    Fax:  +972
3 696 6464


     

    if to the
Subscriber:

    Runcom
Technologies Ltd.

    11 Moshe
Levi Street, Rishon Lezion 75658, Israel

    To the
attention of Chief Financial Officer

     

    With a
copy to Legal Department.

    Facsimile:
+972-3-9528805

     

    Any
notice sent in accordance with this Section 9.8 shall be effective (i) if sent
by courier - two (2) business days after delivery to the courier service, (ii)
if sent by messenger, upon delivery to the addressee, and (iii) if sent via
facsimile - upon transmission and confirmation of receipt, or, if transmitted
and received on a non-business day, on the first business day following
transmission and confirmation of receipt (provided, however, that any notice of
change of address shall only be valid upon receipt).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              8.9

            	
              If
      any provision of this Agreement is found to be invalid or unenforceable,
      then the remainder of this Agreement will have full force and effect, and
      the invalid provision will be modified, or partially enforced, to the
      maximum extent permitted to effectuate the original
    objective.

            


    

     

    
      
        	
                8.10 

              	The
      representations and warranties of the Corporation set forth herein shall
      survive for a period of one year from the Closing.  In the event
      of any breach of any of the representations or warranties of the
      Corporation, other than in the case of fraud or intentional wilful
      misrepresentation, the Subscriber shall be entitled solely to additional
      Common Shares at no additional consideration with a value equal to the
      actual damages incurred by the Subscriber or the Company as a result of
      such breach. 
	 	 
	
                8.11

              	
                Failure
      by either Party to enforce any term of this Agreement will not be deemed a
      waiver of future enforcement of that or any other term in this Agreement
      or any other agreement that may be in place between the
      Parties.

              


      

    

     

    [REMAINDER
OF PAGE IS LEFT BLANK INTENTIONALLY]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

     

    General
Disclosure Schedule


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

     

    Form
of Warrant


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit
C

     

    Loans

     

    A.  Loans
to be Amended to Convertible 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.                      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.

     

    B.  Convertible
Loans

     

    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. 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.