Unassociated Document


    
      	
               
      

            	
              Exhibit
      4.1

            


    

    


    


    CERTIFICATE
OF DESIGNATIONS, PREFERENCES AND RIGHTS

    


    OF

    


    SERIES A
PREFERRED STOCK

    


    OF

    


    IXI
MOBILE, INC.

    


    (Pursuant
to Section 151 of the

    Delaware
General Corporation Law)

    


    IXI
Mobile, Inc., a corporation organized and existing under the laws of the State
of Delaware (the “Corporation”), hereby certifies that, pursuant to authority
vested in the Board of Directors of the Corporation by Article Fourth of the
Amended and Restated Certificate of Incorporation of the Corporation (the
“Certificate of Incorporation”), the following resolution was adopted as of
December 16, 2008 by the Board of Directors of the Corporation pursuant to
Section 151 of the Delaware General Corporation Law:

    


    “RESOLVED
that, pursuant to authority vested in the Board of Directors of the Corporation
by Article Fourth of the Corporation’s Certificate of Incorporation, out of the
total authorized number of 1,000,000 shares of its preferred stock, par value
$0.0001 per share (“Preferred Stock”), there shall be designated a series of
557,560 shares which shall be issued in and constitute a single series to be
known as “Series A Preferred Stock”.  The shares of Series A Preferred
Stock have the voting powers, designations, preferences and other special
rights, and qualifications, limitations and restrictions thereof set forth
below:

    


    1.           Certain
Definitions.  As used in this Certificate of Designations,
Preferences and Rights of Series A Preferred Stock of IXI Mobile, Inc., the term
“Common Stock”
shall mean the common stock, $0.0001 par value per share, of the Corporation,
and any securities into which the Common Stock may be reclassified.

    


    2.           Dividends.  Dividends
on the Series A Preferred Stock may be declared and paid from time to time as
determined by the Corporation’s Board of Directors out of funds legally
available therefor.  The Corporation shall not declare, pay or set
aside any dividends or distributions on shares of Common Stock (other than
dividends payable solely in shares of Common Stock), unless the holders of
Series A Preferred Stock, first receive, or
simultaneously receive, a dividend or distribution on each outstanding share of
Series A Preferred Stock, equal to the
three hundred (300) times the per share dividend or distribution to be declared,
paid or set aside for each share of Common Stock.

    


    3.           Liquidation.  Upon
any liquidation, dissolution or winding up of the Corporation, whether voluntary
or involuntary, the holders of the shares of Series A Preferred Stock shall be
entitled to any distributions also made to the holders of the Common Stock, or
any other class or series of capital stock of the Corporation ranking junior to
the Series A Preferred Stock.  With respect to the shares
outstanding used to calculate the distribution of any assets for the
Corporation’s stockholders, each share of Series A Preferred Stock shall be
entitled to a portion of the distribution equal to the distribution payable in
respect of three hundred (300) shares of Common Stock (appropriately adjusted
for any stock split, reverse stock split, stock dividend or other
reclassification or combination of the Common Stock occurring after the date
hereof).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    4.           Conversion.  The
Series A Preferred Stock shall not be convertible into the Corporation’s Common
Stock, or into any other securities issued by the Corporation.

    


    5.           Voting - Series A Preferred
Stock.  In addition to any class voting rights provided by law
and this Certificate of Designation, the holders of Series A Preferred Stock
shall have the right to vote together with the holders of Common Stock as a
single class on any matter on which the holders of Common Stock are entitled to
vote (including the election of directors).  With respect to the
voting rights of the holders of the Series A Preferred Stock pursuant to the
preceding sentence, each holder of Series A Preferred Stock shall be entitled to
a number of votes for each share of Series A Preferred Stock held by such holder
on the record date for the determination of shareholders entitled to vote equal
to three hundred (300) shares of Common Stock (appropriately adjusted for any
stock split, reverse stock split, stock dividend or other reclassification or
combination of the Common Stock occurring after the date hereof).

    


    6.           No
Waiver.  Except as otherwise modified or provided for herein,
the holders of Series A Preferred Stock shall also be entitled to, and shall not
be deemed to have waived, any other applicable rights granted to such holders
under the Delaware General Corporation Law.

    


    7.           No
Impairment.  The Corporation will not, through any
reorganization, transfer of assets, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the
Corporation but will at all time in good faith assist in the carrying out of all
the provisions of this Article Fourth and in the taking of all such action as
may be necessary or appropriate in order to protect the liquidation preferences
granted hereunder of the holders of the Series A Preferred Stock against
impairment.

    


    8.           Amendment;
Waiver.  Any term of the Series A Preferred Stock may be
amended or waived upon the written consent of the Corporation and the holders of
at least 75% of the Series A Preferred Stock then outstanding, voting together
as a single class.

    


    9.           Action By
Holders.  Any action or consent to be taken or given by the
holders of the Series A Preferred Stock may be given either at a meeting of the
holders of the Series A Preferred Stock called and held for such purpose or by
written consent.

    


    IN
WITNESS WHEREOF, the undersigned has executed Certificate of Designations,
Preferences and Rights this 6th day of January, 2009.

    


    


    
      	 
      	
              IXI
      MOBILE, INC.

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Israel Frieder

            
	 
      	 
      	
              Name:
      Israel Frieder

            
	 
      	 
      	
              Title:
      Chief Executive
Officer