EXHIBIT
      C2


    


    FLOATING
      CHARGE AGREEMENT

    


    THIS
      FLOATING CHARGE AGREEMENT
      (the
“Agreement”)
      is
      made and executed on
      the
the
      1st
      day of
      April, 2008, by and among RADCOM LTD., an Israeli company, of 24 Roul Wallenberg
      Street, Tel Aviv 69719, Israel (the “Pledgor”),
      and
      the entities identified in the signature page below (collectively, the
      "Lenders”),
      with
      offices located at 16 Abba Eben Blvd., Herzliya Pituach, Israel, all of which
      shall be represented exclusively hereunder by Plenus Management (2004) Ltd.
      and
      Plenus Management III 2007 Ltd. (collectively, “Plenus
      Management”).

     

    WHEREAS,
      the Lenders and the Pledgor have entered into that certain Loan Agreement (the
      “Loan
      Agreement”)
      dated
      as of April 1, 2008; and 

     

    WHEREAS,
      the Pledgor has agreed to enter into this Agreement in order to secure the
      payment of all amounts due or which may become due to the Lenders pursuant
      to
      the Loan Agreement and other agreements ancillary thereto;

    


    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS:

    


    1. Interpretation.
      The
      Preamble to this Agreement constitutes a part hereof. All capitalized terms
      used
      and not otherwise defined herein shall have the meaning assigned to such terms
      in the Loan Agreement.

    


    2.  Security.
      To
      secure the due and punctual payment of all amounts which may become due to
      the
      Lenders from the Pledgor pursuant to the Transaction Documents (collectively,
      the “Secured
      Obligations”),
      the
      Pledgor hereby unconditionally pledges and grants the Lenders a first priority
      floating charge (as such term is defined in the Companies Ordinance [New
      Version], 5743-1983) (the “Floating Charge”)
      on all
      of its rights, title and interests in and to all its present and future tangible
      and intangible assets and rights of any kind, whether contingent or absolute,
      including, but not limited to, the assets more fully described in Annex
      A
      attached
      hereto (the "Collateral").
      Without derogating from the foregoing, the pledge and charge created by
      operation of this Agreement shall apply to any and all rights to compensation
      or
      indemnity which may accrue to the Pledgor by reason of the loss or expropriation
      of, or damage to, the Collateral.

    


    3.  Incorporation
      by Reference.
      The
      acceleration provisions set forth in Section 3 of the Loan Agreement, as amended
      from time to time, are incorporated herein by this reference.


    
      
        
        

      

      
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    4. Encouragement
      of Research and Development in the Industry Law.
      The
      Lenders hereby acknowledge that the security interests granted hereunder with
      respect to the Intellectual Property of the Pledgor is hereby made subject
      to
      the provisions of the Encouragement of Research and Development in the Industry
      Law, 5744-1984 (the ‘R&D
      Law’)
      (such
      Intellectual Property, “Funded
      IP”)
      and is
      subject to the Chief Scientist’s Rights (as hereinafter defined). In addition,
      the Lenders hereby acknowledge that any realization of any charge, lien or
      encumbrance, fixed or floating, of the Funded IP, including the sale of the
      Funded IP and its transfer within the framework of realization procedures,
      will
      require the approval of the Research Committee (as hereinafter defined).
      Likewise, any realization or transfer of said Funded IP will also be conditional
      upon the potential buyer or transferee undertaking to assume obligations in
      accordance with the R&D Law (including without limitation, Sections 18, 19
      and 19A thereof and the obligation not to transfer the Funded IP to another
      entity unless the Research Committee approves the transaction) and in accordance
      with the terms of the program pursuant with which funds were provided to the
      Pledgor. 

    


    In
      this
      Agreement, the ‘Chief
      Scientist's Rights’
      shall
      mean all the rights, powers and privileges of the Israeli Office of the Chief
      Scientist under the Ministry of Industry and Trade (the "OCS"),
      including without limitation, all the rights, powers and privileges of the
      Industrial Research and Development Committee (the "Research
      Committee"),
      by
      virtue of an instrument of approval granted pursuant with the R&D Law and
      the OCS rules and regulations. 

     

    5. Insurance;
      Inspection. The Pledgor shall at all times maintain insurance in
      coverage (if any) which is customary for a company of the size, the stage of
      development and the industry in which the Pledgor operates. The Pledgor shall
      permit Plenus Management to inspect the Collateral and the Pledgor’s records at
      reasonable times and upon reasonable notice.  

    


    6. Representations. 

     

    6.1 Representations.
      The
      Pledgor hereby represents and warrants that: 

    


    (i) the
      Collateral or any part thereof is not charged, pledged or attached to, or in
      favor of, any other person or entity, other than limitations and encumbrances
      relating to the OCS and the Chief Scientist's Rights and other than pursuant
      to
      applicable law; 

     

    (ii) to
      the
      Pledgor’s knowledge,
      the
      Collateral is, in its entirety, in the exclusive possession and ownership of
      the
      Pledgor;

     

    (iii) to
      the
      Pledgor’s knowledge, other than as set forth herein, there
      is
      no limitation in any provision of agreement which the Pledgor is a party to,
      which restricts the creation of a pledge and charge over the Collateral or
      the
      transfer or sale thereof in accordance with the provisions contained herein
      and,
      accordingly, the Pledgor is unaware of anything which may prevent or adversely
      affect the Lenders' or Plenus Management’s ability to freely sell, transfer or
      otherwise dispose of the Collateral, pursuant to the provisions of this
      Agreement, without the consent or approval of any third party or governmental
      authority, subject to Section 4 herein. For the avoidance of doubt, the Pledgor
      shall have no liability or responsibility for the failure to exercise any charge
      or lien granted hereunder in the event that consent from the OCS and/or the
      Research Committee, as applicable, was denied; 


    (iv) the
      Pledgor has the complete power and authority to create the charge over the
      Collateral, in accordance with the provisions hereof;

     

    (v)
      to
      the Pledgor’s knowledge, no assignment or other disposition is currently
      affecting the Collateral which may materially derogate from the value of the
      Collateral, subject to customary assignment provisions in commercial agreements;
      and

     

    
      
        
        

      

      
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    (vi)
      to
      the Pledgor’s knowledge there are no powers of attorney, proxies or assignments
      or delegations thereof authorizing any action to be taken on behalf of the
      Pledgor in connection with the Collateral, except as required pursuant to the
      provisions of this Agreement.

     

    6.2
      Notification
      Requirement.
      Without
      derogating from the provisions of the Loan Agreement or any other notification
      requirement set forth herein, the Pledgor shall promptly notify Plenus
      Management, in writing, of (i) any Material Adverse Effect, or (ii) any steps
      taken or threatened for the appointment of a special manager, temporary
      liquidator, temporary receiver or trustee for or over all or any part of the
      Collateral and, if any such official is appointed, of his appointment; or (iii)
      the placement of an attachment on the Collateral or any portion thereof, or
      (iv)
      the filing against the Pledgor of any petition in liquidation or any petition
      under the provisions of applicable law for the relief of creditors.

     

    7. Realization
      of the Floating Charge; Authorization; Independence of Floating
      Charge.
      The
      Lenders and Plenus Management shall be entitled to realize the Floating Charge
      (in accordance with the provisions contained herein) as of the time that all
      amounts due to the Lenders from the Pledgor pursuant to the Loan Agreement
      shall
      become due and payable as a result of the occurrence of an Event of Acceleration
      subject to all conditions, limitations and grace periods provided
      therein.

     

    The
      Lenders undertake and confirm that: (a) the creation and realization of the
      Floating Charge must be in accordance with the applicable Israeli laws and
      regulations and such governmental consents as may be necessary, and (b) in
      the
      event of the realization of the Floating Charge with respect to the Funded
      IP
      then the sale, assignment and/or transfer of the Funded IP shall be subject
      to
      the provisions of applicable Israeli laws and regulations and the Pledgor’s
      undertakings towards the OCS.

     

    The
      Floating Charge created for the benefit of the Lenders herein shall be
      independent of any and all other charges created or which may be created in
      the
      future for the benefit of the Lenders by the Pledgor or any other affiliated
      entity, subject to Section 1.6 of the Loan Agreement, shall not affect or be
      affected by such other charges, and shall serve as a continuing security which
      shall remain in full force until removed in accordance with the provisions
      contained herein and in the Loan Agreement. 

    


    8.
      Power
      of Attorney; Receiver; Additional Costs.

    


    8.1 Power
      of Attorney.
      The
      Pledgor acknowledges and agrees that Plenus Management will represent the
      Lenders in all matters pertaining to this Agreement, and hence, shall have
      the
      right and power to take any and all actions on behalf of the Lenders in
      connection herewith, including, without limitation, with respect to realization
      of the Floating Charge. No Lender shall have any claim whatsoever against the
      Pledgor in respect of any actions taken by the Pledgor in compliance with
      instructions or demands given to it by Plenus Management. Without derogating
      from the obligations of the Pledgor under the Loan Agreement or this Agreement,
      the Pledgor hereby irrevocably appoints Plenus Management as its true and lawful
      attorney, with full power of substitution, to act in the name of and at the
      expense of the Pledgor, effective upon such time as all amounts due to the
      Lenders from the Pledgor pursuant to the Transaction Documents shall become
      due
      and payable as a result of the occurrence of an Event of Acceleration, in order
      to do any act, including, without limitation, to sign in the name of the Pledgor
      any and all documents as may, in the reasonable opinion of Plenus Management,
      be
      necessary, in order to secure the rights of the Lenders against third parties.
      Plenus Management shall notify the Pledgor in writing of any action taken by
      it
      in accordance with this Section 8.1.


    
      
        
        

      

      
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    8.2
      Receiver.
      Subject
      to the provisions of applicable laws, upon such time as all amounts due to
      the
      Lenders from the Pledgor pursuant to the Transaction Documents shall become
      due
      and payable as a result of the occurrence of an Event of Acceleration, Plenus
      Management shall be entitled to take all such steps as it sees fit to collect
      the Secured Obligations including, without limitation, the appointment of a
      receiver or manager (the “Receiver”).
      The
      Receiver shall not be deemed the agent of Plenus Management or the Lenders
      and
      shall have all powers conferred upon it by law. The Receiver shall be empowered,
      inter alia, to do the following: 

    


    8.2.1 to
      take
      possession of the Collateral and for that purpose to take any proceedings in
      the
      Pledgor’s name or otherwise as the Receiver shall see fit;

    


    8.2.2 to
      sell,
      or agree to the sale of, the Collateral, in whole or in part, or to transfer
      the
      same in any other manner upon such conditions as the Receiver may see
      fit;

    


    8.2.3 to
      make
      any other arrangement with respect to the Collateral or any part thereof as
      the
      Receiver may reasonably see fit;

    


    8.2.4 to
      carry
      on, or concur in carrying on, the Pledgor’s business and raise money on the
      security of all or any part of the Pledgor’s assets;

    


    8.2.5 to
      take,
      continue or defend any proceedings and make any arrangement or compromise which
      the Receiver may see fit;

    


    8.2.6 to
      make
      and effect all repairs, improvements and insurance;

    


    8.2.7 to
      appoint managers, officers and agents for any of the above purposes, at such
      reasonable salaries as the Receiver may see fit;

    


    8.2.8 to
      call
      up any of the uncalled capital of the Pledgor; 

    


    8.2.9 to
      do all
      other acts and things which the Receiver may consider to be incidental or
      conducive to any of the above powers.

    


    8.3 Additional
      Costs Relating to the Realization of the Floating Charge.
      Without
      derogating from the above, the Pledgor shall pay, upon demand, all reasonable
      actual
      costs, charges and expenses (including reasonable attorney's fees), incurred
      by
      the Lenders or Plenus Management in enforcing their rights and remedies
      hereunder. Such costs, charges and expenses shall be recoverable from the
      Pledgor as part of the Secured Obligations.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    9. Registration
      of Floating Charge; Removal of the Floating Charge.
      The
      Pledgor shall arrange for the prompt and timely registration of the Floating
      Charge with the Israeli Registrar of Companies, Israeli Patents and Trademarks
      Registrar (if and when applicable), the applicable US authorities (if and when
      applicable), and any other governmental or other agency in the world where
      the
      Collateral of the Pledgor is registered, and shall bear all other costs and
      expenses with respect to such registration. The Floating Charge shall be removed
      upon the final payment in full of all the Secured Obligations, and for such
      purpose, Plenus Management shall promptly execute and provide the Pledgor with
      all documents necessary in order to remove the Floating Charge upon final
      payment in full of the Secured Obligations. 

    


    10. Secured
      Obligations Unlimited.
      The
      amount being secured under the Floating Charge created pursuant to this
      Agreement shall be determined in accordance with the provisions of the Loan
      Agreement and other agreements ancillary thereto. Upon the realization of the
      Floating Charge, payment to the Lenders shall be made in the following order:
      (i) costs
      and expenses
      (ii) Interest and Additional Interest, (iii) any other payments (other than
      payment of the Principal Amount), and then (iv) payment of Principal
      Amount.

    


    11. Miscellaneous.

    


    11.1
      Governing
      Law; Forum for Dispute Resolution.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Israel, without regard to the conflict of laws provisions thereof.
      Any dispute arising under or with respect to this Agreement shall be resolved
      exclusively in the appropriate court in Tel-Aviv, Israel. Each of the parties
      hereby irrevocably consents to the exclusive jurisdiction of such courts and
      waives and agrees not to assert any objection to the jurisdiction or convenience
      thereof.

    


    11.2 Successors
      and Assigns.
      Except
      as otherwise expressly limited herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors and assigns of the parties
      hereto.

    


    11.3
       Assignment.
      Except
      as otherwise expressly stated to the contrary herein, each of the parties hereto
      shall not assign or transfer any of its rights or obligations hereunder absent
      the prior written consent of the other party, which consent shall not be
      unreasonably withheld. Anything herein to the contrary notwithstanding but
      subject to the following sentence, each of the Lenders may assign or transfer
      its rights and obligations under this Agreement to any of the Permitted
      Transferees without having to obtain the Pledgor’s consent. The transfer of
      rights and obligations by a Lender to a Permitted Transferee shall be contingent
      upon the Permitted Transferee (i) undertaking in writing to assume all
      obligations of the assignor Lender under the Transaction Documents and this
      Agreement and (ii) irrevocably appointing Plenus Management as the
      representative of such Permitted Transferee. The foregoing provisions shall
      apply,
      mutatis mutandis,
      to the
      transfer of rights and obligations by a Permitted Transferee.

     

    11.4
      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 by facsimile
      or
      mailed by registered or certified mail, postage prepaid, or by electronic mail,
      or otherwise delivered personally or by courier, to the following addresses:
      


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    if
      to the
      Pledgor - to the address set forth above – to the attention of the Chief
      Financial Officer;

    


    if
      to the
      Lenders or to Plenus Management - to the address set forth above - to the
      attention of Mr. Shlomo Karako;

    


    or
      to
      such other address, or to the attention of such other person, as either party
      shall notify the other party in writing as above provided. Any notice sent
      in
      accordance with this Section 10.4 shall be effective (i) if mailed within
      Israel, three (3) Business Days after mailing, and in other cases, seven (7)
      business Days after mailing, (ii) if sent by messenger, upon delivery, and
      (iii)
      if sent via fax or electronic mail, upon transmission and electronic
      confirmation of receipt or (if transmitted and received on a non-Business Day)
      on the first Business Day following transmission and electronic confirmation
      of
      receipt. 

     

    11.5 Amendment;
      Waiver.
      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 the Pledgor and Plenus
      Management. 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.

    


    11.6 Entire
      Agreement.
      This
      Agreement and the other Transaction Documents constitute the full and entire
      understanding and agreement among the parties with regard to the subject matters
      hereof and thereof. The preamble, annexes and schedules hereto are part of
      this
      Agreement. In the event of contradiction between the provisions of this
      Agreement and the provisions of the Loan Agreement, the provisions of the Loan
      Agreement shall prevail. 

    


    11.7
       Counterparts. This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed original, but all such counterparts
      together shall constitute but one and the same instrument.

    


    11.8
       Headings. Section
      headings herein are included for convenience of reference only and shall not
      constitute a part hereof for any other purpose or be given any substantive
      effect.

    


    11.9
       Partial
      Invalidity.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid or 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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    11.10
      Expenses.
      Without
      derogating from the provisions contained herein, the Pledgor shall pay for
      the
      expenses incurred in connection with the preparation, filing, perfection and
      removal of the Floating Charge pursuant to this Agreement. 

    


    [Remainder
      of the Page Intentionally left Blank]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this
      Agreement has been executed by the parties hereto as of the date first above
      written.

    


    
      	
              RADCOM
                LTD.

            	 
	 	 
	
              By:

            	
               

            	 
	
              Its:

            	
               

            	 
	 	 
	 	 
	
              PLENUS
                II L.P., LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT

              (2004)
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	 	 
	
              By:

            	
               

            	 
	
              Its:

            	
               

            	 
	 	 
	 	 
	
              PLENUS
                II (D.C.M.), LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT

              (2004)
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	 	 
	
              By:

            	
               

            	 
	
              Its:

            	
               

            	 
	 	 
	 	 
	
              PLENUS
                III L.P., LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	 	 	 
	
              By:

            	
               

            	 
	
              Its:

            	
               

            	 
	 	 
	 	 
	
              PLENUS
                III (D.C.M.), LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	
              By:

            	
               

            	 
	
              Its:

            	
               

            	 
	 	 


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	
              PLENUS
                III (2) LIMITED

              PARTNERSHIP.

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              General
                Partner

            	 
	
              By:

            	
              Management
                Company

            	 
	
              Its:

            	
               

            	 
	 	 
	 	 
	
              PLENUS
                III (C.I.), L.P.

            	 
	
              By:
                

            	
              PLENUS

                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its:
                

            	
              Management
                Company

            	 
	 	 
	 	 


    

     

    [SIGNATURE
      PAGES TO FLOATING CHARGE AGREEMENT]


    
      
        
        

      

      
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    ANNEX
      A

     

    Subject
      to the provisions more fully set forth in the Agreement and the Loan Agreement,
      the Collateral consists of all of Pledgor’s rights, title and interest in and to
      all assets of the Pledgor, including, but not limited to, the
      following:

    


    1. All
      goods
      and equipment now owned or hereafter acquired, including, without limitation,
      all machinery, fixtures, vehicles (including motor vehicles and trailers),
      and
      any interest in any of the foregoing, and all attachments, accessories,
      accessions, replacements, substitutions, additions, and improvements to any
      of
      the foregoing, wherever located;

    


    2. All
      inventory, now owned or hereafter acquired, including, without limitation,
      all
      merchandise, raw materials, parts, supplies, packaging and shipping materials,
      work in process and finished products including such inventory as is temporarily
      out of Pledgor's custody or possession or in transit and including any returns
      upon any accounts or other proceeds, including insurance proceeds, resulting
      from the sale or disposition of any of the foregoing and any documents of title
      representing any of the above;

    


    3. All
      contract rights and general intangibles and all of Pledgor’s IP (as defined
      below), now owned or hereafter acquired, including, without limitation,
      goodwill, trademarks, service marks, Internet domain names, trade dress, trade
      styles, trade names, patents, patent applications, leases, license agreements,
      franchise agreements, blueprints, drawings, purchase orders, customer lists,
      route lists, infringements, claims, computer programs, computer discs, computer
      tapes, literature, reports, catalogs, design rights, income tax refunds,
      payments of insurance; all claims for damages by way of any past, present and
      future infringement of any of the foregoing and rights to payment of any
      kind;  

    


    4. All
      now
      existing and hereafter arising accounts, contract rights, royalties, licensed
      rights and all other forms of obligations owing to Pledgor arising out of the
      sale or lease of goods, the licensing of technology or the rendering of services
      by Pledgor, whether or not earned by performance, and any and all credit
      insurance, guaranties, and other security therefor, as well as all merchandise
      returned to or reclaimed by Pledgor;

    


    5. All
      cash,
      deposit accounts, securities, securities entitlements, securities accounts,
      investment property, financial assets, letters of credit, certificates of
      deposit, instruments and chattel paper now owned or hereafter acquired and
      Pledgor's books relating to the foregoing;


    
      
        
        

      

      
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    6.
      All
      claims for damages by way of any past, present and future infringement of any
      of
      the Pledgor’s IP; 

    


    7. All
      Pledgor's Books (as defined below) relating to the foregoing and any and all
      claims, rights and interests in any of the above and all substitutions for,
      additions and accessions to and proceeds thereof. 

    


    For
      purposes of this annex,  

    


    (a)
      the
      term "Pledgor's
      Books"
      shall
      mean all Pledgor's books and records, including records relating to the
      Pledgor's assets or liabilities, the Collateral, business operations or
      financial condition, and all computer programs or discs or any equipment
      containing such information; and  

    


    (b)
      the
      term “IP”
shall
      mean, all intangible legal rights, title and interest evidenced by or embodied
      in or connected or related to (i) copyright; (ii) patents and any rights
      thereunder, and all applications, registrations, and renewals in connection
      therewith; (iii) trademarks, service marks, trade names, together with all
      translations, adaptations, derivations, and combinations thereof, and all
      applications, registrations, and renewals in connection therewith; (iv) all
      mask
      works, rights in original topographies and all applications, registrations,
      and
      renewals in connection therewith; (v) all trade secrets, rights to unpatented
      inventions, know-how and confidential information; and (vi) all computer
      software (including data and related documentation), in each case on a worldwide
      basis, and all copies and tangible embodiments thereof, or any part thereof,
      in
      whatever form or medium. The Pledgor’s IP existing on the date hereof are more
      fully set forth in the Disclosure Schedule attached to the Loan
      Agreement.

    


    8. All
      insurance policies or the proceeds thereof in respect of the above described
      assets.


    
      
        
        

      

      
        11