THIS
      WARRANT HAS BEEN, AND THE WARRANT SHARES (AS DEFINED HEREIN) WHICH MAY BE
      PURCHASED UPON THE EXERCISE OF THIS WARRANT MAY BE, ACQUIRED SOLELY FOR
      INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
      ACT
      OF 1933, AS AMENDED (THE "ACT"), THE ISRAELI SECURITIES LAW, 5728-1968 (THE
      “LAW”) OR ANY APPLICABLE STATE OR COMPARABLE SECURITIES LAW OF A U.S. OR
      NON-U.S. JURISDICTION. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER THE ACT COVERING THIS WARRANT AND/OR THE WARRANT SHARES OR
      AN
      OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE,
      ASSIGNMENT, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION
      AND
      PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT, AND THE QUALIFICATION REQUIREMENTS
      UNDER THE LAW AND/OR OF ANY APPLICABLE STATE OR COMPARABLE SECURITIES LAW OF
      A
      U.S. OR NON-U.S. JURISDICTION.

     

    WARRANT

     

    TO
      PURCHASE SHARES 

     

    OF

     

    RADCOM
      LTD. 

     

    (the
      "Company")

     

    DATE
      OF
      GRANT: April 14, 2008

     

    VOID
      AFTER: April 14, 2013

    


    THIS
      CERTIFIES THAT,
      for
      value received, the Holder (as defined herein) is entitled to purchase from
      the
      Company Warrant Shares (as defined herein), at the Exercise Price (as defined
      herein) per Warrant Share, and at an aggregate amount of up to the Exercise
      Amount (as defined herein), at any time and from time to time until the
      Termination Date, subject to the provisions and upon the terms and conditions
      hereinafter set forth in this Warrant.

     

    1. Definitions.

     

    As
      used
      herein the following defined terms shall have the meaning ascribed to them
      in
      this Section as follows: 


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    "Business
      Day"
      shall
      mean each day on which at least two of the three biggest banking institutions
      in
      Israel are open for business.

     

    "Convertible
      Securities" shall
      mean options or warrants to purchase, or rights to subscribe for, shares of
      the
      Company, or securities that by their terms are convertible into or exchangeable
      for equity securities of the Company, or options or warrants to purchase, or
      rights to subscribe for, such convertible or exchangeable securities.

     

    "Encumbrance”
      means
      and includes any interest or equity of any person (including any right to
      acquire, option, or right of preemption) or any mortgage, charge, pledge, lien,
      or assignment, or any other encumbrance or security interest or arrangement
      of
      whatsoever nature over or in the relevant property. 

     

    "Exercise
      Amount" shall
      mean four hundred fifty thousand dollars ($450,000).

     

    "Holder"
      shall
      mean Plenus and/or any other third party to whom this Warrant is assigned or
      transferred in accordance with the terms hereof.

    


    "Issuance
      of Additional Shares"
      shall
      mean the issuance of shares or Convertible Securities of the Company, other
      than: 

     

    shares
      of
      the Company issued upon conversion or exchange of Convertible Securities
      existing on the date hereof;

     

    up
      to
      4,411,910 Ordinary Shares reserved for issuance to, and/or options thereto
      granted to, employees, directors or consultants of the Company pursuant to
      the
      Company's option plan existing on the date hereof. 

     

    “Last
      Round of Financing” shall
      mean the private investment in the Company's equity (PIPE) consummated in
      accordance with the Share Purchase and Warrant Agreement, dated December 19,
      2007, by and among the Company and certain investors named therein. 

     

    "Loan
      Agreement"
      means
      that certain loan agreement between the Company and Plenus dated April 1,
      2008. 

     

    “M&A
      Transaction”
      shall
      mean (i) the consolidation of the Company with, or a merger with or into, or
      a
      sale of Company securities (by the Company or by the Company’s shareholders) to
      any third party, pursuant to which the Company’s shareholders immediately prior
      to such transaction will own less than 51% of the surviving entity immediately
      following such transaction, or (ii) an acquisition or other transfer of all
      or
      substantially all of the Company’s assets other than to an entity at least 51%
      of the outstanding share capital of which is beneficially owned by the
      Company.

     

    "Plenus"
      means
      Plenus II, Limited Partnership, Plenus II (D.C.M.), Limited
      Partnership,
      Plenus
      III, Limited Partnership, Plenus III (D.C.M.), Limited Partnership,
      Plenus
      III (2), Limited Partnership and Plenus
      III (C.I.), L.P.  


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    “Realization
      Event”
shall
      mean an SPO or M&A Transaction. 

     

    "SPO"
      shall
      mean the consummation of a secondary public offering by the Company of the
      Company's securities.   

     

    “Termination
      Date”
      shall
      mean April 14, 2013. 

     

    "Warrant
      Shares"
      shall
      mean fully paid-up ordinary shares of the Company, par value NIS 0.05 each
      ("Ordinary
      Shares"),
      having all rights, privileges and preferences (contractual, economic or
      otherwise), attached to such class of shares or otherwise granted to any holder
      of such class of shares.

     

    Capitalized
      terms not otherwise defined herein, shall have the meaning ascribed to them
      in
      the Loan Agreement.  

     

    2. Number
      and Class of Warrant Shares; Exercise Price.

     

    (a) Number
      of Warrant Shares.
      The
      Holder shall be entitled to purchase such number of Warrant Shares that is
      equal
      to the quotient obtained by dividing the Exercise Amount by the Exercise Price.
      

     

    (b) Exercise
      Period. The
      Holder may exercise the Warrant, in whole or in part, at any time and from
      time
      to time, on any Business Day, until the Termination Date (the “Exercise
      Period”). 

     

    (c) Exercise
      Price.
      Subject
      to the adjustments more fully set forth in this Warrant, the exercise price
      for
      each Warrant Share, shall be $0.64 (the "Initial
      Exercise Price").
      The
      Initial Exercise Price as adjusted pursuant to the provisions contained herein
      is herein referred to as the "Exercise
      Price". 

     

    3. Method
      of Exercise; Payment. 

     

    (a) Cash
      Exercise.
      The
      Warrant may be exercised by the Holder by the surrender of this Warrant (with
      duly executed Notice of Exercise in the form attached hereto as Exhibit
      A)
      at the
      principal office of the Company, and by the payment to the Company, concurrently
      with the delivery of the Notice of Exercise, of the Exercise Price for each
      Warrant Share underlying the exercised portion of the Warrant, in cash, in
      immediately available funds, or in another method acceptable to the
      Company.

     

    (b)
       Net
      Exercise.
      In lieu
      of the payment method set forth in Section 3(a) above, the Holder may, in its
      sole discretion, elect to exchange the Warrant for a number of Warrant Shares
      computed by using the following formula:

     

    X
      =
Y
      (A-B)

    A

     

    
      	 	 	Where	X
              = the number of Warrant Shares to be issued to the
              Holder 


      	 	 	 	
              Y
                = the number of Warrant Shares underlying the portion of the Warrant
                being
                exercised 

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	 	 	
              A
                =
                the average closing price of an Ordinary Share on NASDAQ for the
                thirty
                (30) consecutive trading days immediately preceding the date of exercise
                

            


    

     

    B
      =
      Exercise Price 

     

    (c) Conditional
      Exercise.
      In the
      event that the Holder intends to exercise this Warrant upon a Realization Event,
      the Holder shall be entitled to condition such exercise on the consummation
      of a
      Realization Event and shall indicate same on the Notice of Exercise and, having
      done so, the Holder will only be required to pay the applicable aggregate
      Exercise Price if, and at such time as, the Realization Event is
      consummated.

     

    (d) Share
      Certificates; Partial Exercise.
      As soon
      as practicable but in any event not later than seven (7) Business Days following
      the delivery of the Notice of Exercise and the Warrant (and, unless the Holder
      elects to exercise the Warrant on a net-exercise basis, subject to the payment
      of the Exercise Price per each Warrant Share underlying the exercised portion
      of
      the Warrant) the Company shall issue and cause the delivery to the Holder (or,
      upon the Holder's written order, to any third party as such Holder may
      designate) certificates representing the applicable class and number of Warrant
      Shares so purchased and, unless this Warrant has been fully exercised, a new
      Warrant representing the balance of the Warrant Shares with respect to which
      this Warrant shall not have been exercised shall also be issued to the Holder
      at
      such time, provided, however, that no partial exercise shall be permitted
      hereunder: (i) if the Warrant has already been partially exercised at least
      two
      (2) times during the 12-month period preceding such exercise, or (ii) said
      partial exercise is in an amount lower than $75,000. Such Warrant shall be
      deemed to have been issued and any person so designated to be named therein
      shall be deemed to have become a holder of record of such securities as of
      the
      date of surrender of the Notice of Exercise, the Warrants being exercised and
      payment of the Exercise Price (unless exercised on a net-exercise basis), to
      the
      extent applicable, notwithstanding that the certificate representing the Warrant
      Shares shall not actually have been delivered or that the stock transfer books
      of the Company shall then be closed. 

     

    4. Shares
      Fully Paid, Etc.
      All of
      the Warrant Shares issuable upon the exercise of the rights represented by
      this
      Warrant will, upon issuance and receipt of the Exercise Price therefor, be
      fully
      paid and non-assessable, and free from all taxes, liens and charges. The Company
      will pay all taxes, if any, attributable solely to the issuance of the Warrant
      and/or the Warrant Shares; provided,
      for
      the avoidance of doubt,
      that
      the Company shall not be required to pay any tax which may be payable in respect
      of any secondary transfer of the Warrants or the Warrant Shares.

     

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

     

    (a) 
      Notwithstanding anything herein to the contrary, upon each Issuance of
      Additional Shares at an effective price per share which is lower than the
      Exercise Price, the Exercise Price will be automatically reduced to such lower
      price. For the removal of doubts - no adjustment of an Exercise Price shall
      be
      made if it has the effect of increasing the Exercise Price beyond the Exercise
      Price in effect immediately prior to such Issuance of Additional Shares.



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (b) If
      the
      Company shall subdivide or combine its outstanding shares, each Exercise Price
      shall be proportionately reduced, in case of subdivision of shares, as at the
      effective date of such subdivision, or shall be proportionately increased,
      in
      the case of combination of shares, as at the effective date of such combination.
      

     

    (c) 
      In the
      event that the Company shall consummate an M&A Transaction, then provided
      further the Warrant shall have not been exercised by such time, the Holder
      shall, upon any exercise of this Warrant, at any time after the consummation
      of
      such M&A Transaction, be entitled to receive, in lieu of the Warrant Shares,
      the shares or other securities or property to which such Holder would have
      been
      entitled upon the consummation of such consolidation, merger or conveyance
      if
      the Holder had exercised the Warrants immediately prior thereto and received
      the
      Warrant Shares, all subject to further adjustment as provided in this Section;
      and the terms of the Warrant (including exercisability, transfer and adjustment
      provisions of the Warrant) shall be applicable to the shares or other securities
      or property receivable upon the exercise of the Warrant after the consummation
      of such consolidation, merger or conveyance.  

     

    (d)
      If at
      any time prior to the exercise of the Warrant in full the Company shall pay
      a
      dividend to the holders of Ordinary Shares, payable in additional securities
      or
      rights convertible into, or entitling the holder thereof to receive directly
      or
      indirectly, additional securities (hereinafter referred to as “Securities
      Equivalents”),
      then
      the Holder, upon any exercise of the Warrant, at any time after the date the
      Company shall fix as the record date for the purpose of receiving such
      Securities Equivalents, shall be entitled to receive, in addition to the
      applicable Warrant Shares, the Securities Equivalents to which the Holder would
      have been entitled upon the distribution of such Securities Equivalents if
      the
      Holder had exercised the Warrants immediately prior to the date that the Company
      had fixed as the record date for the purpose of receiving such Securities
      Equivalents and had held such Warrant Shares as of such date, all subject to
      further adjustments as provided in this Section. 

    


    (e)
      If at
      any time prior to the exercise of the Warrant in full the Company shall
      distribute to the holders of Ordinary Shares a dividend, whether payable out
      of
      earnings or surplus legally available for dividends or as a dividend in
      liquidation or partial liquidation or by way of return of capital, each Exercise
      Price shall be reduced by an amount equal to the Dollar amount of the per-share
      distribution on the record date fixed for the purpose of such distribution
      (or
      if no such record date is fixed then on the date of such
      payment). 

     

    (f)
      The
      Company will not by amendment of its organizational documents or through any
      reorganization, transfer of assets, consolidation, merger, dissolution, issuance
      or sale of its 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, but will at all times in good faith assist in the carrying
      out of all provisions hereof and in taking of all such actions and making all
      such adjustments as may be necessary or appropriate in order to protect the
      rights of the Holder against any impairment.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    6. Notice
      of Adjustments; Notice of Record Date.
      Whenever the number of shares of the applicable class of Warrant Shares
      purchasable hereunder or the Exercise Price thereof shall be adjusted pursuant
      to Section 5 hereof, the Company shall provide written notice to the Holder
      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 number and class of shares of the applicable class of Warrant Shares
      which may be purchased and the Exercise Price therefor after giving effect
      to
      such adjustment. Furthermore,
      in the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (including a cash dividend) or other distribution,
      any
      right to subscribe for, purchase or otherwise acquire any shares of any class
      or
      any other securities or property, or to receive any other right, the Company
      shall mail to the Holder written notice, which shall be sent simultaneously
      with
      the notice sent to other shareholders of the Company, specifying the date on
      which any such record and/or scheduled date of actual payment, if determined,
      is
      to be taken for the purpose of such dividend, distribution or right, and the
      amount and character of such dividend, distribution or right.

     

    7. Fractional
      Shares.
      This
      Warrant may not be exercised for fractional shares. In the event of fractional
      shares, the Company shall round the number of Warrant Shares issuable upon
      such
      exercise down to the nearest whole share and shall pay an amount in cash to
      the
      Holder equal to any such fractional share. 

     

    8. 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 such or similar legend is not placed on all other
      unregistered securities of the Company or 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.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    9. Representations
      and Covenants of the Company.
      The
      Company represents and covenants to the Holder as follows:

     

    (a) All
      corporate actions on the part of the Company, its officers, directors and
      shareholders necessary for the sale and issuance of the Warrant and the Warrant
      Shares and the performance of the Company's obligations hereunder have been
      taken and are effective as of the date hereof. The Company undertakes that
      all
      additional corporate actions on the part of the Company, as may be required
      in
      connection with an adjustment pursuant hereto will be taken as promptly as
      practicable.

     

    (b) As
      of the date of exercise of this Warrant, the Company shall record the Holder
      in
      the Company’s internal share register as required in accordance with the
      applicable law and practice, as the owners, direct or beneficial, of the Warrant
      Shares pursuant to the names provided by the Holder in the Notice of
      Exercise. 

     

    (c)
      At
      all times when this Warrant may be exercised, the Company shall have authorized
      and reserved for issuance sufficient Warrant Shares, free from pre-emptive
      rights or other Encumbrance so that this Warrant may be exercised without
      additional authorization of share capital after giving effect to all other
      Convertible Securities or the need to receive any other consents of third
      parties. 

     

    10. Restrictions
      Upon Transfer.

     

    (a) 
      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 such or similar legend is not placed on all other
      unregistered securities of the Company or unless in the opinion of counsel
      for
      the Company such legend is not required in order to ensure compliance with
      the
      Securities Act. 

     

    For
      the
      sake of clarity – the foregoing provisions of this Section 10(a) shall not
      apply to the Warrant or to securities into which such Warrant may be exercised,
      after a registration statement with respect to such securities was filed with
      the SEC and became effective, and for as long as such registration statement
      is
      effective. 

     

    (b) All
      transfers of this Warrant shall be accompanied by an executed warrant transfer
      deed, under which the transferee undertakes to be bound by all obligations
      of
      the Holder under this Warrant. The form of the deed of transfer is attached
      hereto as Exhibit
      B.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    (c) Subject
      to the foregoing and to applicable law, the Holder shall have the right to
      transfer this Warrant and the Warrant Shares to any person it wishes.


     

    11. No
      Rights of Shareholders.
      Except
      for the rights granted pursuant to the Joinder, the Holder shall not be
      entitled, as a Warrant holder, to vote or receive dividends or be deemed the
      holder of the Warrant Shares or any other securities of the Company which may
      at
      any time be issuable on the exercise of this Warrant for any purpose, nor shall
      anything contained herein be construed to confer upon the Holder, as such,
      any
      of the rights of a shareholder of the Company or any right to vote for the
      election of directors or upon any matter submitted to shareholders at any
      meeting thereof, or to give or withhold consent to any corporate action (whether
      upon any recapitalization, issuance of shares, reclassification of shares,
      change of par value, consolidation, merger, conveyance, or otherwise) or to
      receive notice of meetings, or to receive dividends or subscription rights
      or
      otherwise until the Warrant shall have been exercised and the Warrant Shares
      purchasable upon the exercise hereof shall have become deliverable, as provided
      herein. 

     

    12. Notices.
      All
      notices and other communications required or permitted hereunder shall be in
      writing and shall be mailed by registered mail, postage prepaid, faxed or
      electronically mailed or delivered by hand to the following
      addresses:

    


    
      	
              If
                to the Company: 

            	
              RADCOM
                LTD.

            
	 	
              24
                Roul Wallenberg Street

            
	 	
              Tel
                Aviv 69719, Israel

            
	 	
              Attention:
                Chief Financial Officer

            
	 	
              Faximile:
                + 972-3-647-4681

            
	 	
              E-mail:
                jonathanb@radcom.com

            
	 	 
	
              If
                to the Plenus:

            	
              Plenus
                Management (2004) Ltd.

            
	 	
              -
                and -

            
	 	
              Plenus
                Management III 2007 Ltd.

            
	 	
              16
                Abba Eben Avenues

            
	 	
              Herzliya
                Pituach

            
	 	
              Israel

            
	 	
              Attention:
                Shlomo Karako

            
	 	
              Facsimile:
                972-9-957-8770

            
	 	
              E-mail:
                momik@plenus.co.il

            


    

    


    or
      to
      such other address with respect to a party as such party shall notify the other
      party in writing as above provided. Any notice sent in accordance with this
      Section 11 shall be effective (i) if mailed within Israel, three (3) Business
      Days after mailing, and in other cases within 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. 

     

    13. Governing
      Law.
      This
      Warrant and all actions arising out of, or in connection with, this Warrant
      shall be exclusively governed by, and construed in accordance with, the laws
      of
      the State of Israel. The parties hereto irrevocably submit to the exclusive
      jurisdiction of the courts of Tel-Aviv in any action connected with this
      Agreement.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    14. Partial
      Invalidity.
      If any
      provision of this Warrant is held by a court of competent jurisdiction to be
      invalid or unenforceable under applicable law, then such provision shall be
      excluded from this Warrant and the remainder of this Warrant 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 Warrant 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.

     

    15. Currency.
      The
      term "dollars" or the symbol "$" appearing in this Warrant shall mean the legal
      currency of the United States of America, and all payments hereunder shall
      be
      made in such currency, unless otherwise agreed in writing by the Holder and
      the
      Company. 

     

    16.
      Entire
      Agreement; Amendment and Waiver.
      This
      Agreement and the Exhibits and Schedules hereto and thereto constitute the
      full
      and entire understanding and agreement between the parties with regard to the
      subject matters hereof. All prior understandings and agreements among the
      parties are void and of no further effect. Any term of this Agreement may be
      amended, waived, or discharged (either prospectively or retroactively, and
      either generally or in a particular instance), by a written instrument signed
      by
      all the parties to this Agreement.

     

    RADCOM
      LTD.

     

    
      	
              By:

            	                
              
	
              Title:

            	                   
              


    

     

    Agreed
      and accepted:

     

    _________________

     

    
      	
              By:

            	                 
              
	
              Title:

            	                   
              


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    NOTICE
      OF EXERCISE

    


    RADCOM
      LTD.

     

      
        

      

    

     

      
        

      

    

     

    Attn:
      ____________, 

     

    1.
      [ ] [____]
      (Check
      and initial here if the undersigned elects this alternative)
      The
      undersigned hereby elects to purchase [FILL
      IN NUMBER OF SHARES]
      ____________ shares of ______________ of the share capital of RADCOM
      Ltd. pursuant to the terms of the attached Warrant (the "Warrant"),
      and
      tenders herewith payment in full for the purchase price of the shares being
      purchased. [Such purchase is contingent upon _______________ in accordance
      with
      Section 3(c) of the Warrant.]

     

    1.
      [ ] [____]
      (Check
      and initial here if the undersigned elects this alternative )
      In lieu
      of exercising the Warrant for cash or a check, the undersigned hereby elects
      to
      effect the net exercise provision of Section 3(b) of the Warrant and receive
      [FILL
      IN NUMBER OF SHARES]
      _________ shares of the share capital of RADCOM Ltd. pursuant to the terms
      of
      the Warrant according to the formula set forth in said section, to wit:


     

    X
      =
Y
      (A-B)  (
      ) =
(____)
      [(_____) - (_____)]

    A    
      (_____)

     

    2. Please
      issue a certificate or certificates representing said Warrant Shares in the
      name
      of the below list of entities, and record same in the Company’s internal share
      registry, as follows:

     

    
      	
              Very
                truly yours,

            
	              
              
	               
              
	
              By:

            	              
              
	
              Title:

            	                   
              
	
              Date:

            	                       
              


    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    FORM
      OF TRANSFER

     

    (To
      be
      signed only upon transfer of Warrant)

     

    FOR
      VALUE
      RECEIVED, the undersigned (the "Transferor")
      hereby
      assigns and transfers unto ____________________ (the "Transferee")
      the
      right represented by the attached Warrant (the “Warrant”)
      to
      purchase Warrant Shares of the share capital of RADCOM Ltd., in an amount of
      $
      _________ out of the total Exercise Amount to which the Warrant relates. The
      Transferor represents that the transfer is made in accordance with the terms
      of
      the Warrant.

     

    Dated:
      __________________

     

    
      	
              By:
                

            	             
              
	
              Name:
                

            	                              
              


    

     

    Signed
      in
      the presence of:

     

    
      	
              By:
                

            	            
              
	
              Name:
                

            	                        
              


    

     

    And
      the
      undersigned Transferee hereby agrees to the transfer of said rights to which
      the
      Warrant relates, and agrees to be bound by the terms and conditions of the
      Warrant. The undersigned represents that the transfer is made in accordance
      with
      the terms of the Warrant. 

     

    Dated:
      __________________

     

    
      	
              By:
                

            	                      
              
	
              Name:
                

            	                    
              


    

     

    Signed
      in
      the presence of:

     

    
      	
              By:
                

            	                        
              
	
              Name:
                

            	                                    
              


    


    
      
        
        

      

      
        11