EXHIBIT 4.8


 


Agreement No. 319103.S.001


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE
HARM TO RADCOM LTD. IF PUBLICLY DISCLOSED. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.


 


Supplement
Agreement


 


 


No.
319103.S.001


 


Between


 


RADCOM
Ltd.


  


And


 


AT&T
Services, Inc.


 


 


 


 


 


 


 


 



    


     


    

 


Agreement No. 319103.S.001




 





Overview


 


This
Supplement Agreement is pursuant to and hereby incorporates by reference the terms and conditions of Software and Professional
Services Agreement No. 319103.C dated, March 28, 2019, (the “SPSA”), except to the extent modified or supplemented
below. Any such modifications or supplements are for the purpose of this Supplement Agreement only and shall not affect the SPSA
or any other agreement. In the event of a conflict between this Supplement Agreement and the SPSA, the terms and conditions of
this Supplement Agreement will govern for the purpose of this Supplement Agreement only.


 


Preamble


 


This
Supplement Agreement No. 319103.S.001 (this “Supplement Agreement”) is entered into and effective as of the
last date signed by a Party (the “Effective Date”) by and between RADCOM Ltd., an Israeli company incorporated
under the laws of Israel, with its office at 24 Raoul Wallenberg Street, Tel Aviv, Israel (“Supplier”), and
AT&T Services, Inc., a Delaware corporation (“AT&T”), each of which may be referred to in the singular
as a “Party” or in the plural as the “Parties,” for RADCOM Software as defined in the Enterprise
Software License Agreement No. 12639.C (the “ESLA”). Capitalized
terms used herein but not defined within the body of this Supplement Agreement shall have the meanings ascribed to them in Section
2.0 – Definitions or in the RADCOM Agreements, as defined in the SPSA.


 


AT&T
and Supplier’s reseller [**] entered into [**] (hereafter collectively referred to as the “[**] Agreements”).


 


The
RADCOM Software license terms and conditions for this Supplement Agreement shall be governed by the ESLA.


 


		1.0	Scope
                                         of Agreement



 


		1.1	Deliverables



 


Supplier
shall provide to AT&T the Deliverables, as defined in the SPSA and as described in this Agreement in Exhibits X, Y and Z,
subject to the terms and conditions of this Supplement Agreement and as requested in Orders submitted to Supplier by AT&T
all of which shall be compatible with the Supplier’s Software previously delivered to AT&T as described under the [**]
Agreements.


 


		1.2	Pricing



 


Supplier
shall provide the Deliverables at the applicable prices set forth in Exhibit B – Fees. If Supplier at any time makes a general
price decrease, then Supplier shall promptly notify AT&T in writing and extend such decrease to AT&T effective on the
date of such general price decrease. Supplier shall strive to reduce its costs and corresponding prices for Deliverables by [**]
each calendar year, through the use of improved processes, supply chain economies and other cost reduction methods.


 


		1.3	Orders



 


AT&T
may, at AT&T’s election, submit Orders for Deliverables, including RADCOM Software, to Supplier pursuant to this Supplement
Agreement (a) in a form agreed to by the Parties or (b) via AT&T’s electronic ordering system. Subject to agreement
on Delivery Dates, Supplier shall accept all Orders submitted to it by AT&T for Deliverables. Subject to Section 3.1 of Exhibit
A (the “SOW”) and the ESLA, the terms of this Supplement Agreement shall govern all Orders for Deliverables
that AT&T may place with Supplier. The Parties may vary or supplement the terms of this Supplement Agreement in an Order through
Special Terms and Conditions, which shall take precedence over any inconsistent term of this Supplement Agreement and shall only
apply to such Order.


 


		1.4	Non-Commitment;
                                         Non-Exclusivity



 


This
Supplement Agreement does not grant Supplier any right or privilege to provide to AT&T any Deliverables of the type described
in or purchased under this Supplement Agreement, except as may be set forth in an Order. AT&T may contract with third parties
for materials or services comparable to those described in or purchased under this Supplement Agreement, and AT&T may itself
perform such services.


 






    
Proprietary and Confidential
 
This Agreement is not for use or disclosure outside of AT&T, its Affiliates, and its and their third party representatives, and Supplier except under written agreement by the contracting Parties.
 
2


     


    

 


Agreement No. 319103.S.001


 


		1.5	Affiliates



 


Affiliates
of AT&T may transact business under this Supplement Agreement and place Orders with Supplier that incorporate the terms and
conditions of this Supplement Agreement. References to “AT&T” herein are deemed to refer to an Affiliate when
an Affiliate places an Order with Supplier under this Supplement Agreement, or when AT&T places an Order on behalf of an Affiliate,
or when an Affiliate otherwise transacts business with Supplier under this Supplement Agreement. To the extent that the pricing
under this Supplement Agreement or any Order provides for discounts of any sort based on volume of purchases by AT&T (including
percentage discounts and tier-based pricing) or requires a certain volume of purchases by AT&T, Supplier shall aggregate the
amount of all purchases by AT&T and its Affiliates for purposes of determining any such discounts and volumes. An Affiliate
is solely responsible for its own obligations, including all charges incurred in connection with such an Order or transaction.


 


		1.6	Term
                                         of Supplement Agreement 



 


		a.	This
                                         Supplement Agreement shall be effective on the Effective Date and shall continue until
                                         March 31, 2022, unless earlier terminated as set forth herein (the “Contract Period”).
                                         For avoidance of doubt, the Licenses granted in the ESLA shall survive any termination
                                         or expiration of this Supplement Agreement. This Supplement Agreement may be renewed
                                         by AT&T on a yearly basis, for up to two consecutive years (the “Renewal
                                         Period”), upon completion of the Contract Period, with at least [**] days written
                                         notice from AT&T to Supplier prior to the expiration of the Contract Period or the
                                         first year of the Renewal Period, as applicable. This Supplement Agreement may be terminated
                                         by AT&T upon [**] days written notice from AT&T to Supplier, with or without
                                         cause. The Contract Period plus the first or both of the two consecutive renewal years,
                                         as applicable, is the “Term”.



 


		b.	Any
                                         Order in effect on the date when this Supplement Agreement expires or is terminated shall
                                         continue in effect until such Order either (i) expires by its own terms or (ii) is separately
                                         terminated, prior to its own scheduled expiration, as provided in this Supplement Agreement.
                                         The terms and conditions of this Supplement Agreement shall continue to apply to such
                                         Order as if this Supplement Agreement were still in effect. Likewise, termination or
                                         expiration of the SPSA shall not affect the obligations of either Party to the other
                                         Party pursuant to this Supplement Agreement, and the terms and conditions of the SPSA
                                         shall continue to apply to this Supplement Agreement as if the SPSA were still in effect.



 


		1.7	Entire
                                         Agreement



 


This
Supplement Agreement, including all appendices, exhibits, attachments and documents incorporated by reference, constitutes the
final, complete, and exclusive expression of the Parties’ agreement on the matters contained in this Supplement Agreement.
The terms of this Supplement Agreement and an applicable Order, together with the SPSA and other RADCOM Agreements, shall govern
in lieu of all other pre-printed, standardized or other provisions that may otherwise appear in any other paper or electronic
record of either Party (such as standard terms on order or acknowledgment forms, advance shipping notices, invoices, time sheets,
and packages, shrink wrap terms, and click wrap terms). All prior written and oral negotiations and agreements, and all contemporaneous
oral negotiations and agreements, between the Parties on the matters contained in this Supplement Agreement are expressly merged
into and superseded by this Supplement Agreement, except for the SPSA, RADCOM Agreements and any Orders placed pursuant thereto.
The Parties do not intend that the provisions of this Supplement Agreement be explained, supplemented, or qualified through evidence
of trade usage or any prior course of dealings or any course of performance under any prior agreement. In entering into this Supplement
Agreement, neither Party has relied upon any statement, estimate, forecast, projection, representation, warranty, action or agreement
of the other Party except for those expressly contained in this Supplement Agreement. There are no conditions precedent to the
effectiveness of this Supplement Agreement other than any expressly stated in this Supplement Agreement.


 


		1.8	Transmission
                                         of Original Signatures and Executing Multiple Counterparts



 


Original
signatures transmitted and received via facsimile or other electronic transmission of a scanned document (e.g., pdf or
similar format) are true and valid signatures for all purposes hereunder and shall bind the Parties to the same extent as that
of an original signature. This Supplement Agreement may be executed in multiple counterparts, each of which shall be deemed to
constitute an original but all of which together shall constitute only one document.


 






    
Proprietary and Confidential
 
This Agreement is not for use or disclosure outside of AT&T, its Affiliates, and its and their third party representatives, and Supplier except under written agreement by the contracting Parties.
 
3


     


    

 


Agreement No. 319103.S.001


 


IN
WITNESS WHEREOF, each Party has caused this Supplement Agreement to be executed by its duly authorized representative.


 





	RADCOM
    Ltd.	 	AT&T
    Services, Inc.
	 	 	 	 	 
	By:	/s/
    Yaron Ravkaie      /s/ Amir Hai	 	By:	/s/
    Matt Ritter
	Name:	Yaron
    Ravkaei          Amir Hai	 	Name:	Matt
    Ritter
	Title:	CEO                          CFO	 	Title:	Sr.
    Sourcing Manager
	Date:	March
    28, 2019	 	Date:	3/29/2019


 






    
Proprietary and Confidential
 
This Agreement is not for use or disclosure outside of AT&T, its Affiliates, and its and their third party representatives, and Supplier except under written agreement by the contracting Parties.
 
4


     


    







 


Agreement
No. 319103.S.001


 


Exhibit
A: Scope of Work (SOW): [**]


 


[**]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     5


     


    







 


Agreement No. 319103.S.001


 


Exhibit
B: Fees


 


[**]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     6


     


    







 


Agreement No. 319103.S.001


 


Exhibit
C - [**]


 


[**]



 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     7


     


    

 


Agreement No. 319103.S.001


 


Exhibit
M - Change Order Control Process and Forms 


 


Change
Control Process


 


Prior
to Supplier processing any Change Order from AT&T, the Change Order in question shall be approved for both content and cost
by AT&T in writing, by following the Change Control Process as outlined below, and Section 6.0 in Exhibit A. 


 


If
either Party identifies the need for any change to the Specifications (“Change Control”) under this Agreement,
including any Order, the Parties shall proceed in accordance with the change Control Process set forth herein.


 


		A.	If
                                         AT&T is the Party submitting the request, AT&T shall complete Form A and describe
                                         in reasonable detail the change it is proposing, and any effects on other Specifications
                                         or on the delivery schedule of which it is aware. Supplier shall strive to respond to
                                         such request as soon as reasonably practical, but no later than ten (10) working days.
                                         Supplier’s response shall be using Form B. Subsequent communication shall use Form
                                         A and Form B, respectively, until the Parties either agree upon the terms pursuant to
                                         which the proposed change will be made, or agree that the proposed change will not be
                                         made and agree to close the proposed Change Order. An agreement to proceed with the proposed
                                         change must be documented by using Form E.



 


		B.	If
                                         Supplier is the Party submitting the request, Supplier shall complete Form C and describe
                                         in reasonable detail the change it is proposing, and the effects, if any, on other Specifications,
                                         schedule, and cost. AT&T shall strive to respond to such request as soon as reasonably
                                         practical, but no later than ten (10) working days. AT&T’s response shall be
                                         using Form D. Subsequent communication shall use Form C and Form D, respectively, until
                                         the Parties either agree upon the terms pursuant to which the proposed change will be
                                         made, or agree that the proposed change will not be made and agree to close the proposed
                                         Change Order. An agreement to proceed with the proposed change must be documented by
                                         using Form E.



 


		C.	The
                                         rights and obligations of both Parties in connection with this Agreement, including any
                                         Order, shall not be changed, until a proposed Change Order is agreed to by executing
                                         Form E. Until both Parties have executed Form E, each Party shall continue to perform
                                         its obligations in accordance with the Agreement and the Order(s) placed under the Agreement.



 


		D.	In
                                         the event Form E contains terms that are different than those set forth in the Agreement
                                         or the Order(s), the terms contained in Form E shall apply.



 


		E.	The
                                         Change Control Log, included as Form F, shall be used by the Parties to track and monitor
                                         all proposed changes.



 


	F.	The standard AT&T feature request form will be used to initiate a
request for new features.




 






     8


     


    

 


Agreement No. 319103.S.001








 


FORM
A


 


AT&T
PROPOSED CHANGE ORDER


 


Change
Order #: __________________  


 


Date:
_________________                              Affected
Order(s): ___________________ 


 


		1.	Proposed
                                         Specification Changes - [Identify the Specification(s), including where the Specification(s)
                                         is described in the Order, and summarize in reasonable detail the proposed changes to
                                         such Specification(s).]



 


Requester’s
name: 


 


		2.	Effective
Date For Proposed Change:



 


Date:
________________ 


 


		3.	Summarize
                                         Expected Or Possible Impact On Other Specifications Or Schedule



  


		4.	Specify
                                         Any Key Assumptions, Additional Terms, Or Other Important Information:



 


Identify
if the requested change is part of contractual obligation, in other words, chargeable or non-chargeable, and reason why.


 


Direct
all Inquiries to AT&T’s Project Manager:


 


___________________________________________________________  


 


Submitted
by: ______________________________________ 


 


Telephone
#: _____________________           Fax #: ____________________ 


 


Needs
to be reviewed and approved by AT&T Tech Arch and/or AT&T Labs.


 






     9


     


    

 


Agreement No. 319103.S.001


 


FORM
B


 


SUPPLIER
REPLY TO AT&T PROPOSED CHANGE ORDER


 


Change
Order #: __________________  


 


Date:
_________________                              Affected
Order(s): ___________________  


 


		1.	Proposed
                                         Specification Changes [Reiterate and summarize Supplier’s understanding
                                         of the proposed changes to the Specification(s)]



  


		2.	Effective
                                         Date For Proposed Change [Indicate the date the change can be implemented.]



 


Date:
___________________ 


 


		3.	Summarize
                                         Expected Or Possible Impact On Other Specifications Or Schedule [Indicate the
                                         impact on other Specifications, schedule of delivery, and cost/budget, if any.]



  


		4.	Specify
                                         Any Key Assumptions, Additional Terms, Or Other Important Information



 


Chargeable
Items: Yes / No


 


Justification:


 


Proposed
Cost (if chargeable)


 





Direct
all Inquiries to Supplier’s Project Manager:


 


___________________________________________________________  


 


Submitted
by: ______________________________________ 


 


Telephone
#: _____________________           Fax #: ____________________ 


 


Shall
be reviewed and approved by AT&T Tech Arch and/or AT&T Labs.


 






     10


     


    

  


Agreement
No. 319103.S.001


 


FORM
C


 


SUPPLIER
PROPOSED CHANGE ORDER


 


Change
Order #: __________________  


 


Date:
_________________                              Affected
Order(s): ___________________  


 


		1.	Proposed
                                         Specification Changes - [Identify the proposed Specification(s) and describe
                                         in reasonable detail the proposed changes.]



 


Requester’s
Name:


 


		2.	Effective
                                         Date For Proposed Change:



 


Date:
___________________


 


		3.	Summarize
                                         Expected Or Possible Impact On Other Specifications Or Schedule [Indicate the
                                         impact on other Specifications, schedule of delivery, and cost/budget, if any.]



 


		4.	Specify
                                         Any Key Assumptions, Additional Terms, Or Other Important Information



 


Identify
if the requested change is part of contractual obligation, in other words, chargeable or non-chargeable, and reason why.


 


Proposed
Cost (if chargeable):


 


If
delivered without approval, AT&T is not liable to pay.


 


Direct
all Inquiries to Supplier’s Project Manager:


 


___________________________________________________________  


 


Submitted
by: ______________________________________ 


 


Telephone
#: _____________________           Fax #: ____________________ 


 


Shall
be reviewed and approved by AT&T Tech Arch and/or AT&T Labs.


 






     11


     


    

 


 Agreement
No. 319103.S.001


 


FORM
D


 


AT&T’S
REPLY TO SUPPLIER’S PROPOSED CHANGE ORDER


 


Change
Order #: __________________  


 


Date:
_________________                              Affected
Order(s): ___________________  


 


		1.	Proposed
                                         Specification Changes [Reiterate and summarize AT&T’s understanding
                                         of the proposed changes to the Specification(s)]



 


		2.	Effective
                                         Date For Proposed Change [Indicate the proposed effective date of the change.]



 


Date:
___________________


 


		3.	Summarize
                                         Expected Or Possible Impact On Other Specifications Or Schedule [Indicate the
                                         impact on other Specifications, schedule of delivery, and cost/budget, if any AT&T
                                         expects may occur as a result of Supplier’s proposed change.]



 


		4.	Specify
                                         Any Key Assumptions, Additional Terms, Or Other Important Information [Indicate
                                         on what basis AT&T would be willing to agree to Supplier’s proposed change
                                         order.]



 


Accept
/ Reject, Chargeability, and reason


 


Direct
all Inquiries to AT&T’s Project Manager:


 





___________________________________________________________  


 


Submitted
by: ______________________________________ 


 


Telephone
#: _____________________           Fax #: ____________________  


 


Shall
be reviewed and approved by AT&T Tech Arch and/or AT&T Labs.


 






     12


     


    

 


Agreement No. 319103.S.001


 


FORM
E


 


CHANGE
CONTROL APPROVAL


 





Change
Order #: __________________  


 


Date:
_________________                              Affected
Order(s): ___________________  


 


		1.	Agreed
                                         Upon Change To Specification(s): [Identify Specification that will be changed.]



 


		2.	Date
                                         Scope Change Effective: [State the date the change will be effective.]



 


Date:
___________________


 


		3.	Describe
                                         Scope Change, including any Specifications: [Describe the agreed upon change
                                         in full detail.]



 


		4.	Revised
                                         price, payment schedule, and delivery schedule, if any, of the proposed change: 
                                         [State any changes to the original delivery schedule, original price, and payment schedule.]



 


		5.	Additional
                                         Terms and Conditions: [State any terms and conditions that apply to the proposed
                                         change.]



 


IN
WITNESS WHEREOF, the Parties approve this Change Order No. ______ and incorporate it into Order No. _______. If the terms
of this Change Order are inconsistent with the terms of Order No. ______ or the Agreement, the terms of this Change Order shall
control.


 


Shall
be reviewed and approved by AT&T Tech Arch and/or AT&T Labs.


 


	RADCOM
    Ltd.	 	AT&T
    SERVICES, INC.
	 	 	 	 	 
	By: 	 	 	By:	 
	Printed Name: 	 	 	Printed Name:	 
	Title: 	 	 	Title:	 
	Date: 	 	 	Date:	 




 






     13


     


    







 


Agreement No. 319103.S.001


 


FORM
F


 


CHANGE
CONTROL LOG


 


	Change
    Order Number	Change
    Component	Priority

        (High,
        Med., Low)
	Description
    of Change	Level
    of Effort	Comments	Status	Status
    Date
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 





 






     14


     


    

 


Agreement No. 319103.S.001





 


Exhibit
O


 


AT&T
Supplier Information Security Requirements (SISR)


 


AT&T Supplier
Information Security Requirements (SISR) under Section 7.0 of the SPSA shall apply at no additional cost to AT&T.


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     15


     


    

 


Agreement
No. 319103.S.001


 


Exhibit
Q - Software Enhancement Notification Form (SEN)


 


SOFTWARE
ENHANCEMENT NOTIFICATION FORM


 


Revision
# ____________


 


Supplier
Name:_________________________________________________________


 


Product
Name:_________________________________________________________


 


Software
Release (Enhancement) No.: _________________________________________


 


Software
Features Added/Removed from previous releases (Please list any patches included); _______________________________________________________________________


 


Software
Compatibility (List all previous releases compatible or incompatible with this release): _______________________________________________________________________


 


Hardware
Compatibility (List all new or additional Hardware requirements or incompatibilities): _______________________________________________________________________


 


List applicable
Documentation:


_______________________________________________________________________


 


_______________________________________________________________________


 


Date Available
to AT&T Labs for testing (including Documentation): __________________


 


Date of
anticipated First Office Application (FOA): ________________________________


 


Date of
General Availability (GA): _____________________________________________ 


 


Supplier
Contact Name: ________________________________________


 


Telephone:
________________________________


 


ACKNOWLEDGEMENT:


 


	RADCOM
    Ltd.	 	AT&T
    Services, Inc.
	 	 	 	 	 
	By: 	 	 	By:	 
	Name: 	 	 	Name:	 
	Title: 	 	 	Title:	 
	Date: 	 	 	Date:	 


 






     16


     


    

 


Agreement No. 319103.S.001


 


Exhibit
X


 


[**]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     17


     


    

 


Agreement No. 319103.S.001


 


Exhibit
Y


 


[**]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






     18


     


    

 


Agreement No. 319103.S.001


 


Exhibit
Z - Transfer of Responsibility


 


[**]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


19