ANNEX
      A

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT 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 MAY NOT BE SOLD,
      TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES,
      OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT
      AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE,
      TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
      PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION
      REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

    


    WARRANT
      TO PURCHASE ORDINARY SHARES

    


    Radcom
      Ltd., an Israeli Company (the "Company"),
      hereby
      grants to [_________________________] (the "Holder"),
      the
      right to purchase from the Company the number of Ordinary Shares of the Company,
      nominal value NIS 0.05 (the “Ordinary
      Shares”)
      specified below, subject to the terms and conditions set forth below, effective
      as of the date hereof (the “Effective
      Date”).
      

     

    
      	1.	
              Number
                of Ordinary Shares Available for
                Purchase

            


    

     

    
      	 	
              This
                Warrant may be exercised to purchase [_______] of the Company's Ordinary
                Shares having an aggregate exercise price in the amount of US$
                [__________] (“Exercise
                Amount”),
                at an exercise price per each Ordinary Share as provided in Section
                2
                below, subject to adjustments under Section 8 of this Warrant (the
                “Warrant
                Shares”);

            


    

     

    
      	
              2.

            	
              Exercise
                Price

            


    

    


    
      	 	
              The
                exercise price for each Warrant Share purchasable hereunder shall
                be
                [________] subject to adjustments under Section 8 of this Warrant
                (the
                “Warrant
                Price”):

            


    

     

    
      	
              3.

            	
              Term

            


    

    


    
      	 	
              This
                Warrant may be exercised, in whole or in part, during the period
                beginning
                on the Effective Date and ending on the date which is 3 years following
                the Effective Date.

            


    

     

    
      	4.	
              Exercise
                of Warrant for Cash
                Only

            


    

    


    
      	 	
              This
                Warrant may be exercised in whole or in part on one or more occasions
                during its term. The Warrant may be exercised by the surrender of
                the
                Warrant to the Company at its principal office together with the
                Notice of
                Exercise annexed hereto duly completed and executed on behalf of
                the
                Holder. The Notice of Exercise must be accompanied by payment in
                full of
                the amount of the aggregate Exercise Amount of the Warrant Shares
                being
                purchased upon such exercise in immediately available
                funds.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	5.	
              Issuance
                of Shares on Exercise

            


    

    


    
      	 	
              The
                Company agrees that the Warrant Shares so purchased shall be issued
                against receipt of the Notice of Exercise and payment (as provided
                in
                Section 4 herein) and the Holder shall be deemed the record owner
                of such
                Warrant Shares as of and from the close of business on the date on
                which
                this Warrant shall be surrendered, together with payment in full
                as
                required above. In the event of a partial exercise, the Company shall
                concurrently issue to the Holder a replacement Warrant on the same
                terms
                and conditions as this Warrant, but representing the number of Warrant
                Shares remaining after such partial
                exercise.

            


    

     

    
      	
              6.

            	
              Warrant
                Confers No Rights of
                Shareholder

            


    

    


    
      	 	
              Except
                as otherwise set forth in this Warrant, the Holder shall not have
                any
                rights as a shareholder of the Company with regard to the Warrant
                Shares
                prior to actual exercise resulting in the purchase of any Warrant
                Shares.

            


    

    


    
      	
              7.

            	
              Investment
                Representation

            


    

    


    
      	 	
              Neither
                this Warrant nor the Warrant Shares issuable upon the exercise of
                this
                Warrant have been registered under the Securities Act, or any other
                securities laws. The Holder acknowledges by acceptance of the Warrant
                that
                (a) it has acquired this Warrant for investment and not with a view
                to distribution; (b) it has either a pre-existing personal or
                business relationship with the Company, or its executive officers,
                or by
                reason of its business or financial experience, it has the capacity
                to
                protect its own interests in connection with the transaction; and
                (c) it is an “accredited investor” as that term is defined in
                Regulation D promulgated under the Securities Act, or he or she has
                the knowledge and experience in business and financial matters to
                evaluate
                the risks and merits of his or her investment, or it is not a “U.S. Peron”
                within the meaning of Regulation S promulgated under the Securities
                Act
                and is not acquiring the Warrants for the account of a U.S. Person.
                The
                Holder agrees that any Warrant Shares issuable upon exercise of this
                Warrant will be acquired for investment and not with a view to
                distribution, and that such Warrant Shares may have to be held
                indefinitely unless they are subsequently registered or qualified
                under
                the Securities Act and applicable state securities laws, or based
                on an
                opinion of counsel reasonably satisfactory to the Company, an exemption
                from such registration and qualification is available. The Holder,
                by
                acceptance hereof, consents to the placement of legend(s) on all
                securities hereunder as to the applicable restrictions on transferability
                in order to ensure compliance with the Securities Act, unless in
                the
                opinion of counsel for the Company such legend is not required in
                order to
                ensure compliance with the Securities Act. The Company may issue
                stop
                transfer instructions to its transfer agent in connection with such
                restrictions.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	8.	
              Adjustment
                of Warrant Price and Number of Shares 

            


    

    


    
      	 	
              The
                number and kind of securities purchasable initially upon the exercise
                of
                this Warrant and the Warrant Price shall be subject to adjustment
                from
                time to time upon the occurrence of certain events, as
                follows:

            


    

    


    
      	 	
              a.

            	
              Adjustment
                for Shares Splits and Combinations.
                If
                the Company at any time or from time to time effects a subdivision
                of the
                outstanding Ordinary Shares, the number of Ordinary Shares issuable
                upon
                exercise of this Warrant immediately before the subdivision shall
                be
                proportionately increased, and conversely, if the Company at any
                time or
                from time to time combines the outstanding Ordinary Shares, the number
                of
                Ordinary Shares issuable upon exercise of this Warrant immediately
                before
                the combination shall be proportionately decreased. Any adjustment
                under
                this Section 8(a) shall become effective at the close of business
                on the
                date the subdivision or combination becomes
                effective.

            


    

    


    
      	 	
              b.

            	
              Adjustment
                for Certain Dividends and Distributions.
                In
                the event the Company at any time, or from time to time makes, or
                fixes a
                record date for the determination of holders of Ordinary Shares entitled
                to receive a dividend or other distribution payable in additional
                shares
                of Ordinary Shares, then and in each such event the number of Ordinary
                Shares issuable upon exercise of this Warrant shall be increased
                as of the
                time of such issuance or, in the event such a record date is fixed,
                as of
                the close of business on such record date, by multiplying the number
                of
                Ordinary Shares issuable upon exercise of this Warrant by a fraction:
                (i)
                the numerator of which shall be the total number of Ordinary Shares
                issued
                and outstanding immediately prior to the time of such issuance or
                the
                close of business on such record date plus the number of Ordinary
                Shares
                issuable in payment of such dividend or distribution, and (ii) the
                denominator of which is the total number of shares of Ordinary Shares
                issued and outstanding immediately prior to the time of such issuance
                or
                the close of business on such record date; provided,
                however,
                that if such record date is fixed and such dividend is not fully
                paid or
                if such distribution is not fully made on the date fixed thereof,
                the
                number of Ordinary Shares issuable upon exercise of this Warrant
                shall be
                recomputed accordingly as of the close of business on such record
                date and
                thereafter the number of shares of Ordinary Shares issuable upon
                exercise
                of this Warrant shall be adjusted pursuant to this Section 8(b) as
                of the
                time of actual payment of such dividends or
                distributions.

            


    

    


    
      	 	
              c.

            	
              Adjustments
                for Other Dividends and Distributions.
                In
                the event the Company at any time or from time to time makes, or
                fixes a
                record date for the determination of holders of Ordinary Shares entitled
                to receive a dividend or other distribution payable in securities
                of the
                Company other than Ordinary Shares, then in each such event provision
                shall be made so that the Holder shall receive upon exercise of this
                Warrant, in addition to the number of Ordinary Shares receivable
                thereupon, the amount of securities of the Company that the Holder
                would
                have received had this Warrant been exercised for Ordinary Shares
                immediately prior to such event (or the record date for such event)
                and
                had the Holder thereafter, during the period from the date of such
                event
                to and including the date of exercise, retained such securities receivable
                by it as aforesaid during such period, subject to all other adjustments
                called for during such period under this Section and the Company’s
                Articles of Association with respect to the rights of the
                Holder.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	
              d.

            	
              Adjustment
                for Reclassification, Exchange and Substitution.
                If
                the Ordinary Shares issuable upon the exercise of this Warrant are
                changed
                into the same or a different number of shares of any class or classes
                of
                shares, whether by recapitalization, reclassification or otherwise
                (other
                than a subdivision or combination of shares or shares dividend or
                a reorganization,
                merger, consolidation or sale of assets, provided for elsewhere in
                this
                Section), then and in any such event the Holder shall have the right
                thereafter to exercise this Warrant into the kind and amount of shares
                and
                other securities receivable upon such recapitalization, reclassification
                or other change, by holders of the number of shares of Ordinary Shares
                for
                which this Warrant might have been exercised immediately prior to
                such
                recapitalization, reclassification or change, all subject to further
                adjustment as provided herein and under the Company’s Articles of
                Association.

            


    

    


    
      	 	
              e.

            	
              Reorganization,
                Mergers, Consolidations or Sales of Assets.
                If
                at any time from time to time there is a capital reorganization of
                the
                Ordinary Shares (other than a recapitalization, subdivision, combination,
                reclassification or exchange of shares provided for elsewhere in
                this
                Subsection) or a merger or consolidation of the Company with or into
                another corporation, or the sale of all or substantially all of the
                Company’s properties and assets to any other person, then, as a part of
                such reorganization, merger, consolidation or sale, provision shall
                be
                made so that the Holder shall thereafter be entitled to receive upon
                exercise of this Warrant, the number of shares or other securities
                or
                property of the Company, or of the successor corporation resulting
                from
                such merger or consolidation or sale, to which a holder of Ordinary
                Shares
                deliverable upon conversion would have been entitled on such capital
                reorganization, merger, consolidation or sale. In any such case (except
                to
                the extent any cash or property is received in such transaction),
                appropriate adjustment shall be made in the application of the provisions
                of this Subsection and the Company’s Articles of Association with respect
                to the rights of the Holder after the reorganization, merger,
                consolidation or sale to the end that the provisions of this Subsection
                and the Company’s Articles of Association (including adjustment of the
                number of shares of Ordinary Shares issuable upon exercise of this
                Warrant) shall be applicable after that event and be as nearly equivalent
                to the provisions hereof as may be
                practicable.

            


    

    


    
      	 	
              f.

            	
              Adjustment
                of Warrant Price.
                Upon each adjustment in the number of Ordinary Shares purchasable
                hereunder, the Warrant Price shall be proportionately increased or
                decreased, as the case may be, in a manner that is the inverse of
                the
                manner in which the number of Ordinary Shares purchasable hereunder
                shall
                be adjusted.

            


    

    


    
      	 	
              g.

            	
              Notice
                of Adjustments.
                Whenever the Warrant Price or the number of Ordinary Shares purchasable
                hereunder shall be adjusted pursuant to Section 8 hereof, the Company
                shall prepare a certificate signed by the chief financial officer
                of the
                Company setting forth, in reasonable detail, the event requiring
                the
                adjustment, the amount of the adjustment, the method by which such
                adjustment was calculated, and the Warrant Price and the number of
                Ordinary Shares purchasable hereunder after giving effect to such
                adjustment, and shall cause copies of such certificate to be mailed
                (by
                first class mail, postage prepaid) to the
                Holder.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    
      	9.	
              Transfer
                of This Warrant or Securities Issuable on Exercise
                Hereof

            


    

    


    With
      respect to any offer, sale or other disposition of this Warrant or securities
      into which such Warrant may be exercised, the Holder will give written notice
      to
      the Company prior thereto, describing briefly the manner thereof, together
      with,
      if requested by the Company, a written opinion of such Holder's counsel, to
      the
      effect that such offer, sale or other distribution may be effected without
      registration or qualification (under any federal or state law then in effect).
      Such opinion letter and all such transferees must warrant and represent that
      they are an "accredited" investor as that term is defined under
      Regulation D of the Securities Act. Upon receiving such written notice and
      opinion and warranties and representations, if so requested, the Company, as
      promptly as practicable, shall deliver to the Holder one or more replacement
      Warrant certificates on the same terms and conditions as this Warrant for
      delivery to the transferees. Each Warrant thus transferred and each certificate
      representing the securities thus transferred shall bear legend(s) as to the
      applicable restrictions on transferability in order to ensure compliance with
      the Securities Act, unless in the opinion of counsel for the Company such legend
      is not required in order to ensure compliance with the Securities Act.


    


    
      	10.	
              Representations
                and Warranties.

            


    

    


    The
      Company represents and warrants to the Holder as follows:

    


    
      	 	
              a.

            	
              This
                Warrant has been duly authorized and executed by the Company and
                is a
                valid and binding obligation of the Company enforceable in accordance
                with
                its terms, subject to laws of general application relating to bankruptcy,
                insolvency and the relief of debtors, and to general equity
                principles.

            


    

    


    
      	 	
              b.

            	
              The
                Warrant Shares are duly authorized and reserved for issuance by the
                Company and, when issued in accordance with the terms hereof, will
                be
                validly issued, fully paid and nonassessable and not subject to any
                preemptive rights.

            


    

    


    
      	 	
              c.

            	
              The
                execution and delivery of this Warrant are not, and the issuance
                of the
                Warrant Shares upon exercise of this Warrant in accordance with the
                terms
                hereof will not be, inconsistent with the Company’s Articles of
                Association, do not and will not contravene any law, governmental
                rule or
                regulation, judgment or order applicable to the Company, and, except
                for
                consents that have already been obtained by the Company, do not and
                will
                not conflict with or contravene any provision of, or constitute a
                default
                under, any indenture, mortgage, contract or other instrument of which
                the
                Company is a party or by which it is bound or require the consent
                or
                approval of, the giving of notice to, the registration with or the
                taking
                of any action in respect of or by, any Federal, state or local government
                authority or agency or other
                person.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    
      	11.	
              Loss,
                Theft, Destruction or Mutilation of
                Warrant

            


    

    


    
      	 	
              Upon
                receipt by the Company of evidence reasonably satisfactory to it
                of the
                loss, theft, destruction or mutilation of any Warrant or Shares
                certificate, and in case of loss, theft or destruction, of indemnity,
                or
                security reasonably satisfactory to it, and upon reimbursement to
                the
                Company of all reasonable expenses incidental thereto, and upon surrender
                and cancellation of such Warrant or Shares certificate, if mutilated,
                the
                Company will make and deliver a new Warrant or Shares certificate
                of like
                tenor and dated as of such cancellation, in lieu of such Warrant
                or Shares
                certificate.

            


    

    


    
      	
              12.

            	
              Notices

            


    

    


    
      	 	
              Any
                notice or other communication hereunder shall be in writing and shall
                be
                deemed to have been given upon delivery, if personally delivered
                or three
                business days after deposit if deposited in the mail for mailing
                by
                certified mail, postage prepaid, and addressed as
                follows:

            


    

     

    
      
        	
                If
                  to Holder:

              	
                [_______________________]
                  

              	 
	 	
                [_________________]
                  

              	 
	 	
                [____________]
                  

              	 
	 	
                [________]

              	 
	 	
                Fax:
                  [________________]

              	 
	 	 	 
	
                If
                  to Company:

              	
                Radcom
                  Ltd.

              	 
	 	
                 

              	 
	 	
                24
                  Raoul Wallenberg Street

              	 
	 	
                Tel
                  Aviv 69719, Israel

              	 
	 	
                Fax:
                  +972-3-6474681

              	 
	 	
                Attention:  Chief
                  Financial Officer

              	 


      

    

     

    Each
      of
      the above addressees may change its address for purposes of this paragraph
      by
      giving to the other addressees notice of such new address in conformance with
      this paragraph.

    


    
      	13.	
              Applicable
                Law; Jurisdiction

            


    

    


    This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of Israel as applicable to contracts between two residents of the State
      of
      Israel entered into and to be performed entirely within the State of Israel.
      Any
      dispute arising under or in relation to this Warrant shall be resolved
      exclusively in the competent court for Tel Aviv-Jaffa district, and each of
      the
      parties hereby submits irrevocably to the exclusive jurisdiction of such
      court.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    
      
        	14.	
                Entire
                  Agreement

              


      

    

    


    
      	 	
              This
                Warrant constitutes the entire agreement between the parties hereto
                with
                regard to the subject matters hereof, and supercedes any prior
                communications, agreements and/or understandings between the parties
                hereto with regard to the subject matters
                hereof.

            


    

     

    Dated: [______________]
      [__], 2008


    


    
      	 	
              RADCOM
                LTD.

            


    

     

    By:     Jonathan
      Burgin

    Title:  Chief
      Financial Officer



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    NOTICE
      OF EXERCISE

     

    To:

    


    
      	
              1.

            	
              The
                undersigned hereby elects to purchase _________ shares of Ordinary
                Shares
                of ____________, pursuant to the terms of the attached Warrant, and
                tenders herewith payment of the purchase price for such shares in
                full.

            


    

    


    
      	
              2.

            	
              In
                exercising this Warrant, the undersigned hereby confirms and acknowledges
                that the shares of Ordinary Shares are being acquired solely for
                the
                account of the undersigned and not as a nominee for any other party,
                or
                for investment, and that the undersigned will not offer, sell or
                otherwise
                dispose of any such shares of Ordinary Shares except under circumstances
                that will not result in a violation of the Securities Act of 1933,
                as
                amended, or any state securities
                laws.

            


    

    


    
      	
              3.

            	
              Please
                issue a certificate representing said shares of Ordinary Shares in
                the
                name of the undersigned.

            


    

    


    
      	
              4.

            	
              Please
                issue a new Warrant for the unexercised portion of the attached Warrant
                in
                the name of the undersigned.

            


    

     

    
      	
               

            	
               

            	 
	
              (Date)

            	 	
              (Print
                Name)

            
	 	 	 
	 	 	
               

            
	 	 	
              (Signature)

            


    

     

    
      
        
        

      

      
        8