Warrant
THIS WARRANT
AND THE SHARES OF PREFERRED STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR
QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND THE
WARRANT MAY NOT BE EXERCISED AND THE WARRANT AND THE SHARES OF
PREFERRED STOCK ISSUABLE UPON EXERCISE MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, ASSIGNED OR HYPOTHECATED, UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING
THIS WARRANT AND/OR SUCH SECURITIES.
to purchase
Shares of Preferred
Stock
of
IXI Mobile, Inc.
at an exercise price of $34.50 per
share
VOID AFTER 17:00 p.m. (prevailing
Tel Aviv time)
On the Expiration Date (as
hereinafter defined)
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No.
W-[ ]
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Date: December 24, 2008
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IXI Mobile,
Inc. a Delaware corporation with its principal offices at 17
Hatidhar St., Rannana, Israel (the " Company "), hereby
grants to Runcom Technologies Ltd. (the " Holder
"), the right to purchase, subject to the terms and conditions
hereof, up to one hundred and fifteen thousand nine hundred and
forty two (115,942) shares of Series A Preferred Stock, par
value $0.0001 per share, of the Company (" Preferred
Stock "), exercisable at any time from time to time, on or
after the date hereof (the " Effective Date "), and until
the first ( 1st )
anniversary of the Effective Date (the " Expiration Date
").
In this Warrant
the terms below shall have the following meaning, unless otherwise
specifically provided or required by the context:
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" Warrant
Shares " means the Shares of Preferred Stock purchasable
hereunder or any other securities which, in accordance with the
provisions hereof, may be issued by the Company in substitution
therefor.
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" Exercise
Price " means the price of thirty-four dollars and fifty cents
($34.50) payable hereunder for each Warrant Share, as adjusted in
the manner set forth hereinafter.
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"
Warrants " means this Warrant and all warrants hereafter
issued in exchange or substitution for this Warrant.
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Warrant Period;
Exercise of Warrant
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This Warrant
may be exercised in whole at any time, or in part from time to
time, beginning on the Effective Date until the Expiration Date
(the " Warrant Period "), by the surrender of this Warrant
(with a duly executed exercise form in the form attached hereto as
Exhibit A ), at the principal office of the Company,
set forth above, together with proper payment of the Exercise Price
multiplied by the number of Warrant Shares for which the Warrant is
being exercised. Payment for Warrant Shares shall be made by
certified or official bank check or checks, payable to the order of
the Company or by wire transfer to an account to be designated in
writing by the Company. Payments shall be made in United States
dollars.
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The Holder of
the Warrant, by its acceptance hereof, covenants and agrees that
this Warrant is being acquired as an investment and not with a view
to the distribution hereof and such Holder further covenants and
agrees that it will not sell, transfer, pledge, assign, or
hypothecate the Warrant or the Warrant Shares unless there is an
effective registration statement under the Securities Act of 1933
covering the Warrant or the Warrant Shares, or the Holder of the
Warrant and/or the Warrant Shares receives an opinion of counsel
satisfactory to the Company stating that such sale, transfer,
pledge, assignment, or hypothecation is exempt from the
registration and prospectus delivery requirements of the Securities
Act of 1933 and the qualification requirements under applicable
law.
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If this Warrant
should be exercised in part, the Company shall, upon surrender of
this Warrant for cancellation, execute and deliver a new Warrant
evidencing the rights of the Holder to purchase the remainder of
the Warrant Shares purchasable hereunder. The Company shall pay any
and all expenses, taxes and other charges that may be payable in
connection with the issuance of the Warrant Shares and the
preparation and delivery of share certificates pursuant to this
Section 2 in the name of the Holder (including without limitation,
if applicable stamp duty), and to the extent required, the
execution and delivery of a new Warrant, provided, however, that
the Company shall only be required to pay taxes which are due as a
direct result of the issuance of the Warrant Shares or other
securities, properties or rights underlying such Warrants (such as
the applicable stamp duty), and will not be required to pay any tax
which may be (i) due as a result of the specific identity of the
Holder or (ii) payable in respect of any transfer involved in the
issuance and delivery of any such certificates in a name other than
that of the Holder.
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No fractions of
Shares of Preferred Stock shall be issued in connection with the
exercise of this Warrant, and the number of shares of Preferred
Stock issued shall be rounded up or down to the nearest whole
number.
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Upon the
issuance of the Preferred Stock resulting from the exercise in
whole or in part of this Warrant, the Company shall deliver to the
Holder an irrevocable letter of instructions to the Company’s
transfer agent to issue as soon as is reasonably practicable to the
Holder share certificates reflecting the Warrant Shares exercised
thereby, together with any and all other documents required for the
issuance of such certificates by the transfer agent.
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The Company
covenants that: (i) at all times during the Warrant Period it shall
have in reserve, and will keep available solely for issuance or
delivery upon exercise of the Warrant, such number of Shares of
Preferred Stock as shall be issuable upon the exercise hereof, and
(b) upon exercise of the Warrant and payment of the Exercise Price
hereunder, the Warrant Shares issuable upon such exercise will be
validly issued, fully paid, non assessable, free and clear from any
lien, encumbrance, pledge or any other third party right and not
subject to any preemptive rights.
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Adjustments to Exercise
Price and Number of Securities
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Subdivision
and Combination . In case
the Company shall at any time subdivide or combine the outstanding
Shares of Preferred Stock, the Exercise Price shall for
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