**SHARE
      AND WARRANT PURCHASE AGREEMENT**




SHARE
      AND
      WARRANT PURCHASE AGREEMENT (this “ **Agreement** ”),
      dated
      as of December 19, 2007, by and between RADCOM LTD., an Israeli company listed
      on the Nasdaq Capital Market and on the Tel Aviv Stock Exchange (the
“ **Company** ”),
      and
      the purchasers listed on Schedule
      I hereto
      (each a “ **Purchaser** ”
and
      collectively, the “ **Purchasers** ”).




W
      I T N E
      S S E T H:




WHEREAS,
      subject to the terms and conditions set forth in this Agreement, the Company
      desires to sell to the Purchasers and the Purchasers, severally and not jointly,
      desire to purchase from the Company Ordinary Shares, par value of NIS 0.05
      each
      (“ **Ordinary
      Shares** ”),
      of
      the Company pursuant to the terms and conditions of this Agreement; and




WHEREAS,
      concurrently with the sale of the Ordinary Shares and subject to the terms
      and
      conditions set forth in this Agreement and in the Warrants, the Company desires
      to grant the Purchasers, and the Purchasers, severally and not jointly, desire
      to receive from the Company Warrants to purchase one Ordinary Share per three
      Ordinary Shares issued pursuant to this Agreement (the “ **Warrants** ”);
      and




WHEREAS,
      concurrently with the sale of the Ordinary Shares and the grant of the Warrants,
      the Company desires to grant the Purchasers registration rights with respect
      to
      the Ordinary Shares and the shares underlying the Warrants, and the Purchasers,
      severally and not jointly, desire to receive such registration
      rights;




NOW,
      THEREFORE, in consideration of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration, the receipt and adequacy of
      which
      are hereby acknowledged, the Company and the Purchasers agree as
      follows:




SECTION
      1:  DEFINITIONS




As
      used
      in this Agreement, the following terms have the respective meanings set forth
      below or set forth in the Section hereof following such term:




“ **Affiliate** ”
of
      a
      specified Person shall mean a Person that directly or indirectly controls or
      is
      controlled by, or is under common control with, such specified Person. For
      this
      purpose, “control” shall mean the possession, direct or indirect, of the power
      to direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or
      otherwise.




“ **Business
      Day** ”
means
      any day other than a Friday, Saturday, Sunday or such other day on which banks
      in the State of Israel or the State of New York are required or authorized
      to
      close.




**“Escrow
      Account”** means
      the account to which each Purchaser will deposit, at the date of this Agreement,
      its respective aggregate purchase price.




**“Escrow
      Agent”** means
      the
      agent for the Escrow Account.









“ **Exchange
      Act** ”
means
      the Securities Exchange Act of 1934, as amended.




“ **Filing
      Date** ”
means
      the 120th day following the Closing.




“ **ISA** ”
means
      the Israel Securities Authority




“ **Losses** ”
shall
      have the meaning set forth in Section 6.4(a).




**“Material
      Adverse Effect”** means,
      any of the following: (a) an effect which would adversely affect the
      performance, legality, validity or enforceability of this Agreement or (b)
      an
      effect which has or results in a material adverse effect on the results of
      operations, assets, business or condition (financial or otherwise) of the
      Company and its subsidiaries, taken as a whole, provided, however, that any
      adverse change or development attributable to any one or more of the following
      shall not, by itself, be deemed to constitute a Material Adverse Effect on
      the
      Company: (i) changes in general economic or political conditions or financial
      credit or securities markets in general (including changes in interest or
      exchange rates) in any country or region in which the Company conducts a
      material portion of its business, (ii) any events, circumstances, changes or
      effects that affect the industries in which the Company operates, (iii) any
      changes in laws applicable to the Company or of its properties or assets or
      changes in GAAP, in each case, occurring after the date of this Agreement,
      (iv)
      the negotiation, announcement or performance of this Agreement, and (v) any
      failure to meet internal or published projections, forecasts, or revenue or
      earning predictions for any period.




“ **Person** ”:
      shall
      mean an individual, partnership, joint-stock company, corporation, limited
      liability company, trust or unincorporated organization, and a government or
      agency or political subdivision thereof.




“ **Proceeding** ”
means
      an action, claim, suit, investigation or proceeding (including, without
      limitation, an investigation or partial proceeding, such as a deposition),
      whether commenced or threatened.




“ **Prospectus** ”
means
      the prospectus included in a Registration Statement (including, without
      limitation, a prospectus that includes any information previously omitted from
      a
      prospectus filed as part of an effective registration statement in reliance
      upon
      Rule 430A promulgated under the Securities Act), as amended or supplemented
      by
      any prospectus supplement, with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Registration Statement,
      and
      all other amendments and supplements to the Prospectus, including post-effective
      amendments, and all material incorporated by reference or deemed to be
      incorporated by reference in such Prospectus.




“ **Registrable
      Securities** ”
means
      (i) the Ordinary Shares purchased and sold pursuant to this Agreement, as well
      as the Warrant Shares and (ii) any shares issued as (or issuable upon the
      conversion or exercise of any warrant, right or other security which is issued
      as) a dividend or other distribution with respect to, or in exchange for or
      in
      replacement of, the Ordinary Shares and the Warrants Shares described in clause
      (i) above; excluding in all cases, however, any Registrable Securities
      transferred in a transaction in which registration rights under this Agreement
      are not assigned in accordance with this Agreement, provided, however, that
      Ordinary Shares or other securities shall only be treated as Registrable
      Securities if and so long as they have not been sold to or through a broker
      or
      dealer or underwriter in a public distribution or a public securities
      transaction.




2




“ **Registration
      Statement** ”
means
      the initial registration statement regarding which the Company shall use its
      commercially reasonable efforts to file, including the Prospectus, amendments
      and supplements to such registration statement or Prospectus, including pre-
      and
      post-effective amendments, all exhibits thereto, and all material incorporated
      by reference or deemed to be incorporated by reference in such registration
      statement.




**“Regulation
      S”** means
      Regulation S under the Securities Act, as the same may be amended from time
      to
      time, or any similar rule or regulation hereafter adopted by the
      SEC.




“ **Rule
      144** ”
means
      Rule 144 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same effect as such
      Rule.




“ **Rule
      415** ”
means
      Rule 415 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same effect as such
      Rule.




“ **Rule
      424** ”
means
      Rule 424 promulgated by the SEC pursuant to the Securities Act, as such Rule
      may
      be amended from time to time, or any similar rule or regulation hereafter
      adopted by the SEC having substantially the same effect as such
      Rule.




“ **SEC** ”
means
      the Securities and Exchange Commission.




“ **Securities
      Act** ”
means
      the Securities Act of 1933, as amended.




“ **TASE** ”
means
      the Tel Aviv Stock Exchange




“ **Trading
      Day** ”
means
      any day on which the Nasdaq Stock Market and the TASE are open for
      trading.




**“Warrant
      Shares”** means
      the Ordinary Shares that may be purchased upon exercise of the
      Warrants.




SECTION
      2: PURCHASE
      AND SALE OF SECURITIES




2.1  Purchase
      and Sale of the Shares.




(a)  Subject
      to the terms and conditions set forth in this Agreement, including, without
      limitation, Section 8.5 hereto, and in reliance upon each party’s
      representations set forth below, on the Closing Date, the Company shall sell
      to
      the Purchasers, and the Purchasers shall, severally and not jointly, purchase
      from the Company the number of Shares as is set forth opposite their respective
      names on Schedule
      I hereto
      (collectively, the “ **Shares** ”),
      at a
      purchase price per Ordinary Share equal to (x) the average closing market price
      of the Ordinary Shares of the Company on the Nasdaq Capital Market on the ten
      (10) Trading Days ending on the Trading Day prior to the Company’s shareholders’
meeting approving the transactions described in this Agreement (“ **Average
      Share Price** ”), minus (y) a
      discount of 10% of the Average Share Price (the “ **Purchase
      Price** ”).
      Except as otherwise indicated, all references in this Agreement to “$” or
“dollars” shall be to United States dollars (US$).




3




(b)  Subject
      to the terms and conditions set forth in this Agreement and in further detail
      in
      the Warrant, the form of which is attached hereto as **ANNEX
      A** ,
      and in
      reliance upon each party’s representations set forth below, on the Closing Date
      the Company shall grant each Purchaser a Warrant to purchase one Ordinary Share
      for each three Ordinary Shares purchased by such Purchaser pursuant to Section
      2.1(a) hereof. The Warrants will be exercisable until the third anniversary
      of
      the Closing for an exercise price per Ordinary Share equal to the Purchase
      Price plus 25%.




(c)  The
      closing of such sale and purchase (the “ **Closing** ”)
      shall
      take place at 1:00 P.M., Israel time, on February 3, 2008, or such other date
      as
      the parties agree to in writing (the “ **Closing
      Date** ”),
      at
      the offices of Goldfarb, Levy, Eran, Meiri & Co., 2, Weitzman Street,
      Tel Aviv, Israel, or such other location as the parties shall mutually
      select.




(d)  At
      the
      Closing, and as a condition thereto, the following transactions shall occur,
      which transactions shall be deemed to take place simultaneously and no
      transaction shall be deemed to have been completed or any document delivered
      until all such transactions have been completed and all required documents
      delivered: (A) The Company shall deliver to each Purchaser all appropriate
      documents demonstrating the satisfaction of the closing conditions set forth
      in
      Sections 7.3, 7.5 and 7.6 hereof; (B) the Escrow Agent shall release, upon
      receipt of a written notice from the Company that all closing conditions set
      forth in Section 7 have been satisfied (the “ **Notice** ”),
      the
      full amount of the funds deposited by the Purchasers reflecting the aggregate
      purchase price, to the Company in cash in United States Dollars by wire transfer
      of immediately available funds to the account of the Company set forth below;
      (C) the Company shall instruct its transfer agent to deliver to each Purchaser
      a
      stock certificate in the name of such Purchaser evidencing the number of Shares
      to be transferred to such Purchaser, and (D) the Company shall deliver a signed
      Warrant to each Purchaser. The wire instructions for the Company’s account are
      as follows:


Bank
                  Name:
              Hapoalim
                  Bank, New York BranchAddress:
              1177
                  Avenue of the Americas, New York, NY 10036ABA
                  No.:
              026
                  008 866Account
                  Name:
              Radcom
                  Ltd.Account
                  No.:
              010105303201




SECTION
      3: REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY




The
      Company hereby represents and warrants to the Purchasers, as of the date hereof
      and the Closing Date, as follows:




(a)  Organization
      and Qualification .
      The
      Company is a company duly organized and validly existing under the laws of
      the
      State of Israel. The Company has the requisite corporate power and authority
      to
      own and use its properties and assets and to carry on its business as currently
      conducted. The Company is duly qualified to do business and is in good standing
      as a foreign corporation in each jurisdiction in which the nature of the
      business conducted or property owned by it makes such qualification necessary,
      except where the failure to be so qualified or in good standing, as the case
      may
      be, would not, individually or in the aggregate, reasonably be expected to
      have
      a Material Adverse Effect.




4




(b)  Authorization;
      Enforcement .
      The
      Company has, subject to the Company Required Approval, the requisite corporate
      power and authority to enter into and to consummate the transactions
      contemplated by this Agreement and otherwise to carry out its obligations
      hereunder, and the execution and delivery by the Company of this Agreement
      and
      the consummation by it of the transactions contemplated hereby have been duly
      authorized by all necessary action on the part of the Company. This Agreement
      has been duly executed by the Company and, when delivered in accordance with
      the
      terms hereof, will constitute the valid and binding obligation of the Company
      enforceable against them 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.




(c)  Capitalization .
      The
      authorized share capital of the Company consists of 40,000,000 Ordinary Shares,
      of which 16,364,888 Ordinary Shares were issued and outstanding as of November
      30, 2007. No securities of the Company are entitled to preemptive or similar
      rights, nor is any holder of the securities of the Company entitled to
      preemptive or similar rights arising out of any agreement or understanding
      with
      the Company by virtue of this Agreement.




(d)  Shares .
      Upon
      delivery to the Purchasers, the Shares will be duly and validly issued, fully
      paid and nonassessable, free and clear of all liens, encumbrances, rights of
      first refusal of any kind and any adverse claims of any third parties. Upon
      exercise of the Warrant in accordance with its terms, the Warrant Shares will
      be
      duly and validly issued, fully paid and non-assessable, free and clear of all
      liens, encumbrances, rights of first refusal of any kind and any adverse claims
      of any third parties.




(e)  No
      Conflicts .
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby do not
      and
      will not (i) conflict with or violate any provision of the Company’s memorandum
      or articles of association, or (ii) conflict with, or constitute a material
      default (or an event which with notice or lapse of time or both would become
      a
      material default) under, or give to others any rights of termination, amendment,
      acceleration or cancellation (with or without notice, lapse of time or both)
      of,
      any agreement, instrument (evidencing a Company debt) or other understanding
      to
      which the Company is a party or by which any property or asset of the Company
      is
      bound or affected, or (iii) subject to obtaining the Company Required Approvals,
      result in a violation of any law, rule, regulation, order, judgment, injunction,
      decree or other restriction of any court or governmental authority to which
      the
      Company or a subsidiary is subject; except in the case of each of clauses (ii)
      and (iii), as would not reasonably be expected, individually or in the
      aggregate, to have or result in a Material Adverse Effect.




(f)  Filings,
      Consents and Approvals .
      Except
      for the approval to be obtained by the Company from its shareholders in their
      January 2008 extraordinary meeting (the “ **Company
      Required Approval”** ),
      the
      Company is not required to obtain any consent, waiver, authorization or order
      of, give any notice to, or make any filing or registration with, any court
      or
      other federal, state, local or other governmental authority or other Person
      in
      connection with the execution, delivery and performance by the Company of this
      Agreement, other than those whose failure to be obtained shall not be reasonably
      expected to have a Material Adverse Effect.




5




(g)  SEC
      Documents; Financial Statements .
      The
      Company has filed all reports required to be filed by it under the Exchange
      Act
      with the SEC, including pursuant to Section 13(a) or 15(d) thereof, for the
      one
      year preceding the date hereof (the foregoing materials being collectively
      referred to herein as the “ **SEC
      Documents** ”)
      on a
      timely basis or has received a valid extension of such time of filing and has
      filed any such SEC Documents prior to the expiration of any such extension.
      As
      of their respective dates, the SEC Documents complied in all material respects
      with the requirements of the Exchange Act and the rules and regulations of
      the
      SEC promulgated thereunder (collectively, the “ **Securities
      Laws** ”),
      and
      none of the SEC Documents, when filed, contained any untrue statement of a
      material fact or omitted to state a material fact required to be stated therein
      or necessary in order to make the statements therein, in light of the
      circumstances under which they were made, not misleading. The Company has not
      received any material correspondence from the SEC or the Nasdaq Capital Market
      concerning the SEC Documents. The financial statements of the Company included
      in the SEC Documents comply in all material respects with applicable accounting
      requirements and the Securities Laws with respect thereto as in effect at the
      time of filing. Such financial statements have been prepared in accordance
      with
      U.S. generally accepted accounting principles applied on a consistent basis
      during the periods covered therein (“ **GAAP** ”),
      except as may be otherwise specified in such financial statements or the notes
      thereto, and fairly and accurately present in all material respects the
      financial position of the Company and its consolidated subsidiaries as of and
      for the respective dates thereof and the results of operations and cash flows
      for the respective periods then ended, subject, in the case of unaudited
      statements, to normal, year-end audit adjustments.




(h)  Material
      Changes .
      From
      December 31, 2006 to the date of this Agreement, except as specifically
      disclosed in the SEC Documents, (a) there has been no event, occurrence or
      development that has or that would reasonably be expected to result in a
      Material Adverse Effect, (b) the Company has not altered its method of
      accounting or the identity of its auditors and (c) the Company has not declared
      or made any payment or distribution of cash or other property to its
      shareholders.




(i)  Certain
      Fees .
      No fees
      or commissions will be payable by the Company to any broker, financial advisor
      or consultant, finder, placement agent, investment banker, bank or other Person
      with respect to the transactions contemplated by this Agreement. The Company
      shall indemnify and hold harmless the Purchasers from and against all fees,
      commissions or other payments owing by the Company to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank or
      other
      Person acting on behalf of the Company in connection with the transactions
      contemplated by this Agreement.




(j)  No
      Public Offer .
      Assuming the accuracy of the Purchaser’s representations and warranties in
      Section 4 hereof (solely to the extent any breach thereof entails a breach
      of
      the following representation), neither the Company nor anyone acting on its
      behalf has offered securities of the Company or any part thereof or any similar
      securities for issuance or sale to, or solicited any offer to acquire any of
      the
      same from, anyone so as to make issuance and sale of the Shares, the Warrants
      and/or the Warrant Shares hereunder not exempt from the registration
      requirements of Section 5 of the Securities Act or the Israeli Securities
      Law, 1968. The Shares and Warrants, when issued and allotted hereunder, and
      the
      Warrant Shares, when issued upon exercise of the Warrants, will be offered
      and
      sold in compliance with all applicable U.S. federal and state and Israeli
      securities laws.




6




Each
      of
      the Purchasers acknowledges and agrees that the Company does not make nor has
      made any representations or warranties with respect to the transactions
      contemplated hereby other than those specifically set forth in this Section
      3.




SECTION
      4. REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASERS




Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      to the Company, as of the date hereof and the Closing Date, as
      follows:




(a)  Organization;
      Authority .
      Such
      Purchaser, if an entity, is an entity duly organized or formed, validly existing
      and in good standing under the laws of the jurisdiction of its organization
      or
      formation, and has the requisite personal, corporate or partnership power and
      authority to enter into and to consummate the transactions contemplated by
      this
      Agreement and otherwise to carry out its obligations hereunder. The purchase
      by
      such Purchaser of the Shares to be acquired by it hereunder has been duly
      authorized by all necessary action on the part of such Purchaser. This Agreement
      has been duly executed by such Purchaser, and when delivered by such Purchaser
      in accordance with the terms hereof, will constitute the valid and legally
      binding obligation of such Purchaser, enforceable against it 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)  Investment
      Intent .
      Such
      Purchaser is, and will be, acquiring the Shares, the Warrants and, if
      applicable, the Warrant Shares as principal for its own account for investment
      purposes only and not with a view to or for distributing or reselling such
      Shares, the Warrants and, if applicable, the Warrant Shares or any part thereof,
      without prejudice, however, to such Purchaser’s right, subject to the provisions
      of this Agreement, at all times to sell or otherwise dispose of all or any
      part
      of such Shares, the Warrants or the Warrant Shares in compliance with applicable
      securities laws. Such Purchaser does not have any agreement or understanding,
      directly or indirectly, with any Person to distribute the Shares, the Warrants
      or the Warrant Shares.




(c)  Purchaser
      Status .
      At the
      time such Purchaser was offered the Shares and the Warrants, he, she or it
      was,
      and at the date hereof he, she or it is, and on the Closing Date he, she or
      it
      will be either (a) an “accredited investor” as defined in Rule 501(a) under the
      Securities Act or (b) not a “U.S. Person” within the meaning of Regulation S
      promulgated under the Securities Act and is not acquiring the Shares or Warrants
      for the account of a U.S. Person, each as set forth opposite such Purchaser’s
      name on Schedule
      I hereto,
      as applicable. Unless otherwise set forth in Schedule
      I hereto,
      if such Purchaser is located in, or organized under the laws of, the State
      of
      Israel, such Purchaser was, at the time it was offered the Shares, and is,
      at
      the date hereof, and will be on the Closing Date, an exempted investor of a
      type
      listed in the Addendum to Section 15A(b)(1) of the Israeli Securities Law,
      5728-1968 as set forth opposite such Purchaser’s name on Schedule
      I hereto.
      Such Purchaser is not registered as a broker-dealer under the Exchange
      Act.




7




(d)  Experience
      of such Purchaser .
      Such
      Purchaser, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Shares, and has so evaluated the merits and risks of such
      investment.




(e)  Ability
      of such Purchaser to Bear Risk of Investment .
      Such
      Purchaser is able to bear the economic risk of an investment in the Shares
      and
      Warrants and, at the present time, is able to afford a complete loss of such
      investment.




(f)  Reliance .
      Such
      Purchaser understands and acknowledges that (i) the Shares and Warrants are
      being offered and sold to it without registration under the Securities
      Act **** in
      a
      private placement that is intended to be exempt from the registration provisions
      of the Securities Act and (ii) the availability of such exemption, depends
      in
      part on, and the Company will rely upon the accuracy and truthfulness of, the
      foregoing representations and such Purchaser hereby consents to such
      reliance.




(g)  No
      Conflicts .
      The
      execution, delivery and performance of this Agreement by such Purchaser and
      the
      consummation by the Purchaser of the transactions contemplated hereby do not
      and
      will not (i) conflict with or violate any provision of such Purchaser’s
      memorandum or articles of association or similar formation documents, or (ii)
      conflict with, or constitute a material default (or an event which with notice
      or lapse of time or both would become a material default) under, or give to
      others any rights of termination, amendment, acceleration or cancellation (with
      or without notice, lapse of time or both) of, any agreement, instrument or
      other
      understanding to which such Purchaser is a party, or (iii) result in a violation
      of any law, rule, regulation, order, judgment, injunction, decree or other
      restriction of any court or governmental authority to which such Purchaser
      is
      subject; except, with respect to clauses (ii) or (iii) (other than with respect
      to federal and state securities laws) for such conflicts, defaults,
      terminations, amendments, acceleration, cancellations and violations as would
      not, individually or in the aggregate, materially and adversely affect such
      Purchaser’s ability to perform its obligations under this
      Agreement.




(h)  Certain
      Fees .
      No fees
      or commissions will be payable by such Purchaser to any broker, financial
      advisor or consultant, finder, placement agent, investment banker, bank or
      other
      Person with respect to the transactions contemplated by this Agreement. The
      Purchasers shall indemnify and hold harmless the Company from and against all
      fees, commissions or other payments owing by the Purchasers to any broker,
      financial advisor or consultant, finder, placement agent, investment banker,
      bank or other Person acting on behalf of the Purchasers in connection with
      the
      transactions contemplated by this Agreement.




8




SECTION
      5. ADDITIONAL
      COVENANTS OF THE PARTIES




5.1  Resale
      of Securities .




(a)  Each
      Purchaser, severally and not jointly, covenants that (i) it will observe all
      applicable securities law, (ii) it will not sell or otherwise transfer the
      Shares, the Warrants or the Warrant Shares except pursuant to an effective
      registration statement under the Securities Act or in a transaction which,
      in
      the opinion of counsel reasonably satisfactory to the Company, qualifies as
      an
      exempt transaction under the Securities Act and the rules and regulations
      promulgated thereunder and, if such sale is made in Israel, under the Israeli
      Securities Law, 5728-1968 and the rules and regulations promulgated
      thereunder.




(b)  The
      certificates evidencing the Shares, the Warrants and the Warrant Shares will
      bear the following legend reflecting the foregoing restrictions on the transfer
      of such securities:




THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
      NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
      ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS
      OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION
      OF
      COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY,
      THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE
      SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN
      WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY
      AN
      OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
      THE
      COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR
      OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE
      EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES
      REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE SECURITIES ACT.




5.2  Further
      Assurance .
      Each of
      the parties shall execute such documents and other papers and take such further
      actions as may be reasonably required or desirable to carry out the provisions
      hereof and the transactions contemplated hereby. Each such party shall use
      its
      reasonable efforts to fulfill or obtain the fulfillment of the conditions to
      the
      Closing as promptly as practicable.




5.3  Publicity
      and Reports .
      Each of
      the parties hereto shall cooperate and shall use their reasonable efforts to
      agree on the form and substance of any press releases to be issued relating
      to
      the transactions contemplated by this Agreement, provided that no party shall
      be
      precluded from making such filings or giving such notices as may be required
      by
      law or the applicable rules of any stock market.




9




5.4  Restrictions
      on Short Sales .
      Each
      Purchaser represents, warrants and covenants that neither such Purchaser nor
      any
      Affiliate of such Purchaser which (x) had knowledge of the transactions
      contemplated hereby, (y) has or shares discretion relating to such Purchaser’s
      investments or trading or information concerning such Purchaser’s investments,
      including in respect of the Shares, the Warrants and the Warrant Shares, or
      (z)
      is subject to such Purchaser’s review or input concerning such Affiliate’s
      investments or trading, has or will, directly or indirectly, during the period
      beginning on the date on which the Company first contacted such Purchaser
      regarding the transactions contemplated by this Agreement (and involving the
      Company) and ending on the Closing Date, engaged in (i) any “short sales” (as
      such term is defined in Rule 3b-3 promulgated under the Exchange Act) of the
      Ordinary Shares, including, without limitation, the maintaining of any short
      position with respect to, establishing or maintaining a “put equivalent
      position” (within the meaning of Rule 16a-1(h) under the Exchange Act) with
      respect to, entering into any swap, derivative transaction or other arrangement
      (whether any such transaction is to be settled by delivery of Ordinary Shares,
      other securities, cash or other consideration) that transfers to another, in
      whole or in part, any economic consequences or ownership, or otherwise dispose
      of, any of the Shares or Warrant Shares by the Purchaser or (ii) any hedging
      transaction which establishes a net short position with respect to the Shares
      or
      Warrant Shares (clauses (i) and (ii) together, a “ ***Short
      Sale*** ”);
      except for (A) Short Sales by the Purchaser or Affiliate of such Purchaser
      which
      was, prior to the date on which such Purchaser was first contacted by the
      Company regarding the transactions contemplated by this Agreement, a market
      maker for the Ordinary Shares, provided that such Short Sales are in the
      ordinary course of business of such Purchaser or Affiliate of such Purchaser
      and
      are in compliance with the Securities Act, the rules and regulations of the
      Securities Act and such other securities laws as may be applicable, (B) Short
      Sales by the Purchaser or an Affiliate of such Purchaser which by virtue of
      the
      procedures of such Purchaser are made without knowledge of the transactions
      contemplated by this Agreement or (C) Short Sales by the Purchaser or an
      Affiliate of such Purchaser to the extent that such Purchaser or Affiliate
      of
      such Purchaser is acting in the capacity of a broker-dealer executing
      unsolicited third-party transactions.




5.5  Office
      of Chief Scientist’ Undertaking. Each
      Purchaser hereby covenants to execute and deliver concurrently with the signing
      of this Agreement, an undertaking to the Office of Chief Scientist in the form
      of Exhibit
      5.5 hereto,
      to the extent required pursuant to applicable law.




5.6  Escrow
      Account. Concurrently with the signing of this Agreement, the Company, the Purchasers
      and
      the Escrow Agent shall execute and deliver the Escrow Agreement attached hereto
      as Exhibit
      5.6 ,
      and
      each Purchaser shall transfer its respective full purchase price to the Escrow
      Account.




5.7  Use
      of
      Proceeds. The
      proceeds from the investment hereunder shall be used by the Company in
      accordance with the Company’s budget, as such budget is approved by the
      Company’s Board of Directors from time to time.




SECTION
      6.  REGISTRATION
      RIGHTS




6.1.  The
      Registration. On or
      prior to the Filing Date, the Company shall use its commercially reasonable
      efforts to prepare and file with the SEC a Registration Statement covering
      the
      resale of all Registrable Securities (other than Registrable Securities held
      by
      a Purchaser who waived his right to have the Registrable Shares purchased by
      him
      hereunder to be registered pursuant to this Section 6) for an offering to be
      made on a continuous basis pursuant to Rule 415. Such Registration Statement
      shall be on Form F-3 (except if the Company is not then eligible to register
      for
      resale the Registrable Securities on Form F-3, in which case such
      registration shall be on another appropriate form in accordance herewith) and
      shall contain (except if otherwise directed by the Purchasers and agreed by
      the
      Company) the “ **Plan
      of Distribution** ”
      attached hereto as **ANNEX
      B** **.** The
      Company shall take all reasonable steps required to cause such Registration
      Statement to become effective and remain effective as provided herein. The
      Company shall use its commercially reasonable efforts to cause such Registration
      Statement to be declared effective under the Securities Act as promptly as
      possible after the filing thereof, and shall use, subject to applicable law,
      its
      commercially reasonable efforts to keep such Registration Statement continuously
      effective under the Securities Act until the date which is two (2) years after
      the date that such Registration Statement is declared effective by the SEC
      or
      such earlier date when all Registrable Securities covered by such Registration
      Statement have been sold or all such Registrable Securities may be sold without
      volume or other restrictions pursuant to Rule 144, as determined by the counsel
      to the Company pursuant to a written opinion letter to such effect, addressed
      and acceptable to the Company’s transfer agent and the affected Purchasers (the
“ **Effectiveness
      Period** ”).




10




6.2  Registration
      Procedures **.** In
      connection with the Company’s registration obligations hereunder, the Company
      shall:




(a)  Not
      less
      than four Trading Days prior to the filing of the Registration Statement or
      any
      related Prospectus or any amendment or supplement thereto, (i) furnish to the
      Purchasers copies of all such documents proposed to be filed (including
      documents incorporated or deemed incorporated by reference, unless such
      documents are already publicly available) which documents will be subject to
      the
      reasonable review of such Purchasers, and (ii) cause its officers and directors,
      counsel and independent certified public accountants to respond to such
      inquiries as shall be necessary, in the reasonable opinion of respective counsel
      to conduct a reasonable investigation within the meaning of the Securities
      Act.
      The Company shall not file the Registration Statement or any such Prospectus
      or
      any amendments or supplements thereto to which the Purchasers of a majority
      of
      the Registrable Securities shall reasonably object in good faith in writing
      within such four Trading Day period.




(b)
      (i)
      Prepare and file with the SEC such amendments, including post-effective
      amendments, to the Registration Statement and the Prospectus used in connection
      therewith as may be necessary to keep the Registration Statement continuously
      effective as to the Registrable Securities for the Effectiveness Period; (ii)
      cause the related Prospectus to be amended or supplemented by any required
      Prospectus supplement, and as so supplemented or amended to be filed pursuant
      to
      Rule 424; (iii) respond as promptly as reasonably possible to any comments
      received from the SEC with respect to the Registration Statement or any
      amendment thereto and, as promptly as reasonably possible, upon request, provide
      the Purchasers true and complete copies of all correspondence from and to the
      SEC relating to the Registration Statement; and (iv) comply in all material
      respects with the provisions of the Securities Act and the Exchange Act in
      order
      to facilitate the disposition of all Registrable Securities covered by the
      Registration Statement during the applicable period in accordance with the
      intended methods of disposition by the Purchasers thereof set forth in the
      Registration Statement as so amended or in such Prospectus as so
      supplemented.




11




(c)  Notify
      the Purchasers of Registrable Securities to be sold as promptly as reasonably
      possible (and, in the case of (i)(A) below, not less than four Trading Days
      prior to such filing) and (if requested by any such Person) confirm such notice
      in writing no later than one Trading Day following the day (i)(A) when a
      Prospectus or any Prospectus supplement or post-effective amendment to the
      Registration Statement is proposed to be filed; (B) when the SEC notifies the
      Company whether there will be a “review” of such Registration Statement and
      whenever the SEC comments in writing on such Registration Statement (the Company
      shall provide true and complete copies thereof and all written responses thereto
      to each of the Purchasers); and (C) with respect to the Registration Statement
      or any post-effective amendment, when the same has become effective; (ii) of
      any
      request by the SEC or any other Federal or state governmental authority for
      amendments or supplements to the Registration Statement or Prospectus or for
      additional information; (iii) of the issuance by the SEC of any stop order
      suspending the effectiveness of the Registration Statement covering any or
      all
      of the Registrable Securities or the initiation of any Proceedings for that
      purpose; (iv) of the receipt by the Company of any notification with respect
      to
      the suspension of the qualification or exemption from qualification of any
      of
      the Registrable Securities for sale in any jurisdiction, or the initiation
      or
      threatening of any Proceeding for such purpose; and (v) of the occurrence of
      any
      event or passage of time that makes the financial statements included in the
      Registration Statement ineligible for inclusion therein or any statement made
      in
      the Registration Statement or Prospectus or any document incorporated or deemed
      to be incorporated therein by reference untrue in any material respect or that
      requires any revisions to the Registration Statement, Prospectus or other
      documents so that, in the case of the Registration Statement or the Prospectus,
      as the case may be, it will not contain any untrue statement of a material
      fact
      or omit to state any material fact required to be stated therein or necessary
      to
      make the statements therein, in light of the circumstances under which they
      were
      made, not misleading.




(d)  Use
      its
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of the Registration
      Statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment.




(e)  Furnish
      to each Purchaser, without charge, at least one conformed copy of each
      Registration Statement and each amendment thereto, including financial
      statements and schedules, all documents incorporated or deemed to be
      incorporated therein by reference unless such documents are already publicly
      available, and all exhibits to the extent requested by such Person (including
      those previously furnished or incorporated by reference) promptly after the
      filing of such documents with the SEC.




(f)  Promptly
      deliver to each Purchaser, without charge, as many copies of the Prospectus
      or
      Prospectuses (including each form of prospectus) and each amendment or
      supplement thereto as such Persons may reasonably request.




(g)  Prior
      to
      any public offering of Registrable Securities, use its commercially reasonable
      efforts to register or qualify or cooperate with the selling Purchasers in
      connection with the registration or qualification (or exemption from such
      registration or qualification) of such Registrable Securities for offer and
      sale
      under the securities or Blue Sky laws of such jurisdictions within the United
      States and for listing on the TASE as any Purchaser requests in writing, to
      keep
      each such registration or qualification (or exemption therefrom) effective
      during the Effectiveness Period and to do any and all other acts or things
      necessary or advisable to enable the disposition in such jurisdictions of the
      Registrable Securities covered by a Registration Statement; provided ,
      that
      the Company shall not be required to (i) qualify generally to do business in
      any
      jurisdiction where it is not then so qualified, (ii) subject the Company to
      any
      material tax or similar liability in any such jurisdiction where it is not
      then
      so subject or (iii) execute a general consent to service of process in any
      jurisdiction where it is not then so subject.




12




(h) Cooperate
      with the Purchasers to facilitate the timely preparation and delivery of
      certificates representing Registrable Securities to be delivered to a transferee
      pursuant to a Registration Statement, which certificates shall be free, to
      the
      extent permitted by the securities laws, of all restrictive legends, and to
      enable such Registrable Securities to be in such denominations and registered
      in
      such names as any such Purchasers may request.




(i)  Upon
      the
      occurrence of any event contemplated by Section 6.2(c)(v), as promptly as
      reasonably possible, prepare a supplement or amendment, including a
      post-effective amendment, to the Registration Statement or a supplement to
      the
      related Prospectus or any document incorporated or deemed to be incorporated
      therein by reference, and file any other required document so that, as
      thereafter delivered, neither the Registration Statement nor such Prospectus
      will contain an untrue statement of a material fact or omit to state a material
      fact required to be stated therein or necessary to make the statements therein,
      in light of the circumstances under which they were made, not
      misleading.




(j)  Comply
      with all applicable rules and regulations of the SEC and the ISA.




(k)  The
      Company may require each selling Purchaser to furnish to the Company a certified
      statement as to the number of Ordinary Shares beneficially owned by such
      Purchaser and, if requested by the SEC, the controlling person
      thereof.




**It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Agreement with respect to the Registrable Securities
      of
      any selling Purchaser that such Purchaser shall furnish to the Company such
      information regarding itself, the Registrable Securities held by it and the
      intended method of disposition of such Registrable Securities as shall be
      required pursuant to the terms of the Selling Purchaser Questionnaire attached
      hereto as** **ANNEX
      C** .
      Each
      Purchaser who desires that all or a portion of its Registrable Securities be
      included in the Registration Statement is hereby requested to send the Company
      a
      completed Selling Stockholder Questionnaire within ten (10) Trading Days of
      the
      date hereof.




6.3  Registration
      Expenses .
      All
      fees and expenses relating to the registration of the Registrable Securities
      shall be borne by the Company other than fees and expenses, if any, of legal
      counsel or other advisers to the Purchasers or underwriting discounts, brokerage
      fees and commissions incurred by the Purchasers, if any.




13




6.4  Indemnification
      With Respect to the Registration Rights




(a)  Indemnification
      by the Company .
      The
      Company shall, notwithstanding any termination of this Agreement, indemnify
      and
      hold harmless each Purchaser, the officers, directors, agents and employees
      of
      each Purchaser from and against any and all losses, claims, damages,
      liabilities, costs (including, without limitation, reasonable costs of
      preparation and reasonable attorneys’ fees) and expenses (collectively,
“ **Losses** ”),
      as
      incurred, arising out of or relating to any untrue or alleged untrue statement
      of a material fact contained in the Registration Statement, any Prospectus
      or
      any form of prospectus or in any amendment or supplement thereto, or arising
      out
      of or relating to any omission of a material fact required to be stated therein
      or necessary to make the statements therein (in the case of any Prospectus
      or
      form of prospectus or supplement thereto, in light of the circumstances under
      which they were made) not misleading, except to the extent, that (1) such untrue
      statements or omissions are based upon information regarding such Purchaser
      furnished in writing to the Company by such Purchaser expressly for use therein,
      or to the extent that such information relates to such Purchaser or such
      Purchaser’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Purchaser expressly for
      use
      in the Registration Statement, such Prospectus or such form of Prospectus or
      in
      any amendment or supplement thereto (it being understood that the Purchaser
      has
      approved Annex B hereto for this purpose) or (2) in the case of an occurrence
      of
      an event of the type specified in Section 6.2(c)(ii)-(v) **,** the use
      by such Purchaser of an outdated or defective Prospectus after the Company
      has
      notified such Purchaser in writing that the Prospectus is outdated. The Company
      shall notify the Purchasers promptly of the institution, overt threat or
      assertion of any Proceeding of which the Company is aware in connection with
      the
      transactions contemplated by this Agreement.




(b)  Indemnification
      by Purchasers .
      Each
      Purchaser shall, severally and not jointly, indemnify and hold harmless the
      Company, its directors, officers, agents and employees, each Person who controls
      the Company (within the meaning of Section 15 of the Securities Act and Section
      20 of the Exchange Act), and the directors, officers, agents or employees of
      such controlling Persons, to the fullest extent permitted by applicable law,
      from and against all Losses, as incurred, arising out of or based upon: (x)
      such
      Purchaser’s failure to comply with the prospectus delivery or any other
      requirements of the Securities Act or (y) any untrue statement of a material
      fact contained in any Registration Statement, any Prospectus, or any form of
      prospectus, or in any amendment or supplement thereto, or arising out of or
      based upon any omission of a material fact required to be stated therein or
      necessary to make the statements therein not misleading to the extent that
      such
      untrue statement or omission is contained in any information so furnished in
      writing by such Purchaser to the Company specifically for inclusion in such
      Registration Statement or such Prospectus or to the extent that (1) such untrue
      statements or omissions are based upon information regarding such Purchaser
      furnished in writing to the Company by such Purchaser expressly for use therein,
      or to the extent that such information relates to such Purchaser or such
      Purchaser’s proposed method of distribution of Registrable Securities and was
      reviewed and expressly approved in writing by such Purchaser expressly for
      use
      in the Registration Statement (it being understood that the Purchaser has
      approved Annex B hereto for this purpose), such Prospectus or such form of
      Prospectus or in any amendment or supplement thereto or (2) in the case of
      an
      occurrence of an event of the type specified in Section 6.2(c)(ii)-(v), the
      use
      by such Purchaser of an outdated or defective Prospectus after the Company
      has
      notified such Purchaser in writing that the Prospectus is outdated or defective;
      in each case up to the amount of net proceeds received by such Purchaser for
      the
      sale of Registrable Securities




14




(c)  Conduct
      of Indemnification Proceedings .
      If any
      Proceeding shall be brought or asserted against any Person entitled to indemnity
      hereunder (an “ **Indemnified
      Party** ”),
      such
      Indemnified Party shall promptly notify the Person from whom indemnity is sought
      (the “ **Indemnifying
      Party** ”)
      in
      writing, and the Indemnifying Party shall assume the defense thereof, including
      the employment of counsel reasonably satisfactory to the Indemnified Party
      (to
      the extent permitted by law, one counsel shall be employed for all indemnified
      parties) and the payment of all fees and expenses incurred in connection with
      defense thereof; provided, that the failure of any Indemnified Party to give
      such notice shall not relieve the Indemnifying Party of its obligations or
      liabilities pursuant to this Agreement, except to the extent that such failure
      shall have proximately prejudiced the Indemnifying Party.




An
      Indemnified Party shall have the right to employ separate counsel in any such
      Proceeding and to participate in the defense thereof, but the fees and expenses
      of such counsel shall be at the expense of such Indemnified Party or Parties
      unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
      expenses; (2) the Indemnifying Party shall have failed promptly to assume the
      defense of such Proceeding and to employ counsel reasonably satisfactory to
      such
      Indemnified Party in any such Proceeding; or (3) the named parties to any such
      Proceeding (including any impleaded parties) include both such Indemnified
      Party
      and the Indemnifying Party, and such Indemnified Party shall have been advised
      by counsel that a conflict of interest is likely to exist if the same counsel
      were to represent such Indemnified Party and the Indemnifying Party (in which
      case, if such Indemnified Party notifies the Indemnifying Party in writing
      that
      it elects to employ one separate counsel at the expense of the Indemnifying
      Party, the Indemnifying Party shall not have the right to assume the defense
      thereof and the reasonable expenses of such counsel shall be at the expense
      of
      the Indemnifying Party). The Indemnifying Party shall not be liable for any
      settlement of any such Proceeding effected without its written consent, which
      consent shall not be unreasonably withheld. No Indemnifying Party shall, without
      the prior written consent of the Indemnified Party, effect any settlement of
      any
      pending Proceeding in respect of which any Indemnified Party is a party, unless
      such settlement includes an unconditional release of such Indemnified Party
      from
      all liability on claims that are the subject matter of such
      Proceeding.




All
      fees
      and expenses of the Indemnified Party (including reasonable fees and expenses
      to
      the extent incurred in connection with investigating or preparing to defend
      such
      Proceeding in a manner consistent with this Section, but only to the extent
      covered within the definition of “Losses” above) shall be paid to the
      Indemnified Party, as incurred, within twenty Trading Days of written notice
      thereof to the Indemnifying Party (regardless of whether it is ultimately
      determined that an Indemnified Party is not entitled to indemnification
      hereunder; provided ,
      that
      the Indemnifying Party may require such Indemnified Party to undertake to
      reimburse all such fees and expenses to the extent it is finally judicially
      determined that such Indemnified Party is not entitled to indemnification
      hereunder).




(d)  Contribution .
      If a
      claim for indemnification under Section 6.4(a) or 6.4(b) is unavailable to
      an
      Indemnified Party (by reason of public policy or otherwise), then each
      Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such Losses, in such proportion as is appropriate to reflect the relative
      fault of the Indemnifying Party and Indemnified Party in connection with the
      actions, statements or omissions that resulted in such Losses as well as any
      other relevant equitable considerations. The relative fault of such Indemnifying
      Party and Indemnified Party shall be determined by reference to, among other
      things, whether any action in question, including any untrue or alleged untrue
      statement of a material fact or omission or alleged omission of a material
      fact,
      has been taken or made by, or relates to information supplied by, such
      Indemnifying Party or Indemnified Party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action, statement or omission. The amount paid or payable by a party as a result
      of any Losses shall be deemed to include, subject to the limitations set forth
      in Section 6.4(c), any reasonable attorneys’ or other reasonable fees or
      expenses incurred by such party in connection with any Proceeding to the extent
      such party would have been indemnified for such fees or expenses if the
      indemnification provided for in this Section was available to such party in
      accordance with its terms. The maximum contribution by a Purchaser shall be
      an
      amount equal to the net proceeds received by such Purchaser for the sale of
      Registrable Securities.




15




The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 6.4(d) were determined by pro  rata allocation or by any other method of allocation that does not take into account
      the equitable considerations referred to in the immediately preceding paragraph.




SECTION
      7. PURCHASERS’
      CLOSING CONDITIONS




The
      obligation of each Purchaser to purchase the Shares on the Closing Date shall
      be
      subject, in the absence of a written waiver by or on behalf of such Purchaser,
      to the satisfaction, prior thereto or concurrently therewith, of the following
      further conditions:




7.1  Representations
      and Warranties .
      The
      representations and warranties of the Company contained in this Agreement shall
      be true in all material respects on and as of the Closing Date as though such
      warranties and representations were made at and as of such date.




7.2  Compliance
      with Agreement .
      The
      Company shall have performed and complied in all material respects with all
      agreements, covenants and conditions contained in this Agreement which are
      required to be performed or complied with by the Company prior to or on the
      Closing Date.




7.3  Company
      Officer’s Certificate .
      Such
      Purchaser shall have received a certificate of the Company, dated the Closing
      Date, signed by the Chief Executive Officer, the President or the Chief
      Financial Officer of the Company, certifying that the conditions applicable
      to
      the Company, as specified in the foregoing Sections 7.1 and 7.2 hereof have
      been
      fulfilled.




7.4  Injunction .
      There
      shall be no effective injunction, writ, preliminary restraining order or any
      order of any nature issued by a court of competent jurisdiction directing that
      the transactions provided for herein or any of them not be consummated as herein
      provided.




16




7.5  Required
      Approvals .
      The
      Company Required Approvals shall have been obtained.




7.6  Stock
      Certificates .
      A copy
      of the instruction letter from the Company to its transfer agent regarding
      issuance of stock certificates evidencing the Shares shall be delivered to
      such
      Purchaser.




SECTION
      8.  COMPANY’S
      CLOSING CONDITIONS




The
      obligation of the Company to sell the Shares on the Closing Date shall be
      subject, in the absence of a written waiver by the Company, to the satisfaction,
      prior thereto or concurrently therewith, of the following further
      conditions:




8.1  Representations
      and Warranties .
      The
      representations and warranties of each of the Purchasers contained in this
      Agreement shall be true on and as of the Closing Date in all material respects
      as though such warranties and representations were made at and as of such
      date.




8.2  Compliance
      with Agreement .
      Each
      Purchaser shall have performed and complied in all material respects with all
      agreements, covenants and conditions contained in this Agreement which are
      required to be performed or complied with by it prior to or on the Closing
      Date.




8.3  Injunction .
      There
      shall be no effective injunction, writ, preliminary restraining order or any
      order of any nature issued by a court of competent jurisdiction directing that
      the transactions provided for herein or any of them not be consummated as herein
      provided.




8.4  Required
      Approvals .
      The
      Company Required Approvals shall have been obtained.




8.5  Minimum
      Average Share Price .
      In the
      event that the Average Share Price, as determined pursuant to Section 2.1(a),
      is
      lower than $0.50, then the Company shall have the right to terminate this
      Agreement by a written termination notice to the Purchasers prior to the Closing
      Date.




SECTION
      9.  INTERPRETATION
      OF THIS AGREEMENT




9.1  Survival .
      The
      representations and warranties of the parties hereto contained in this Agreement
      shall survive the Closing until the 90 th day
      following the filing of the Company’s annual report on Form 20-F for the year
      2007 with the SEC.




9.2  Governing
      Law .
      This
      Agreement 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 Agreement 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.




17




9.3  Paragraph
      and Section Headings .
      The
      headings of the sections and subsections of this Agreement are inserted for
      convenience only and shall not be deemed to constitute a part
      thereof.




SECTION
      10. TERMINATION




In
      the
      event that the Closing does not occur within one hundred and twenty (120) days
      after the date of this Agreement, then this Agreement shall be terminated and
      the rights and obligations of the parties hereto shall become null and
      void.




SECTION
      11.  MISCELLANEOUS




11.1  Notices




(a)  All
      communications under this Agreement shall be in writing and shall be delivered
      by hand, electronic transmission or facsimile or mailed by overnight courier
      or
      by registered mail or certified mail, postage prepaid:




if
      to the
      Company:




Radcom
      Ltd.


24
      Raoul
      Wallenberg Street


Tel
      Aviv
      69719, Israel


Fax:
      +972-3-6474681


Email:
      jonathanb@radcom.com


Attention:
      Chief Financial Officer




each
      notice to the Company, with a copy to (which shall not constitute
      notice):




Goldfarb,
      Levy, Eran, Meiri & Co.


Europe
      Israel Building


2,
      Weizman Street 64239


Tel-Aviv,
      Israel


Facsimile:
      +972-3-608-9808


Attention:
      Ashok J. Chandrasekhar, Adv.




if
      to the
      Purchasers: to the addresses set forth in Schedule I.




(b)  Any
      notice so addressed shall be deemed to be given: if delivered by hand,
      electronic mail or facsimile, on the date of such delivery (provided that any
      delivery of a notice by electronic mail is accompanied by a contemporaneous
      delivery of said notice by facsimile); if mailed by courier, on the third
      Business Day following the date of such mailing; and if mailed by registered
      or
      certified mail, on the seventh Business Day after the date of such
      mailing.




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11.2  Expenses .
      Each
      party shall pay the fees and expenses of its advisers, counsel, accountants
      and
      other experts, if any, and all other expenses incurred by such party incident
      to
      the negotiation, preparation, execution, delivery and performance of this
      Agreement.




11.3  Successors
      and Assigns .
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      assigns of each of the parties. No party shall be entitled to assign this
      Agreement without the prior written consent of the other parties.
      Notwithstanding the foregoing, subject to the applicable securities law, any
      Purchaser shall be entitled to assign this Agreement to any Affiliates of such
      Purchaser without such consent, provided that at the time of such assignment,
      (i) the Company is given written notice by such Purchaser at the time of such
      assignment stating the name and address of such assignee, and the number of
      Shares and/or Warrants with respect to which such assignment is being made,
      and
      that any such assignee shall receive such assigned rights subject to all the
      terms and conditions of this Agreement, including without limitation, the
      provisions of this Section 11.3 and (ii) each assignee shall furnish the Company
      and the Company with the assignee’s written agreement to be bound by this
      Agreement and confirming the accuracy of the representations and warranties
      set
      forth in Section 4 with respect to such assignee.




11.4  Entire
      Agreement; Amendment and Waiver .
      This
      Agreement constitutes the entire understanding of the parties hereto and
      supersedes all prior agreements or understandings with respect to the subject
      matter hereof among such parties. This Agreement may be amended, and the
      observance of any term of this Agreement may be waived, with the written consent
      of the Company and each of the Purchasers.




11.5  Severability .
      In the
      event that any part or parts of this Agreement shall be held illegal or
      unenforceable by any court or administrative body of competent jurisdiction,
      such determination shall not effect the remaining provisions of this Agreement
      which shall remain in full force and effect.




11.6  Counterparts .
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original and all of which together shall be considered one and the
      same agreement.




11.7  Remedies .
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each of the Purchasers and the Company
      will
      be entitled to specific performance under this Agreement. The parties agree
      that
      monetary damages may not be adequate compensation for any loss incurred by
      reason of any breach of obligations described in the foregoing sentence and
      hereby agrees to waive in any action for specific performance of any such
      obligation the defense that a remedy at law would be adequate.




11.8  Independent
      Nature of Purchasers’ Obligations and Rights .
      The
      obligations of each Purchaser under this Agreement are several and not joint
      with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser. Nothing contained herein or in this Agreement, and no action taken
      by
      any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers
      as
      a partnership, an association, a joint venture or any other kind of entity,
      or
      create a presumption that the Purchasers are in any way acting in concert or
      as
      a group with respect to such obligations or the transactions contemplated by
      this Agreement.




19




*[Signature
      Pages Immediately Follow]*




20


IN
      WITNESS WHEREOF the parties have signed this Share Purchase Agreement as of
      the
      date first hereinabove set forth.




**THE
      COMPANY** :




RADCOM
      LTD.




By:Name:Title:


THE
                  PURCHASERS:
              SUBSRIPTION
                  AMOUNT:[_____________]
              US$





By:Name:Title:


[_____________]
              US$




By:Name:Title:




[ *SIGNATURE
      PAGE TO SHARE PURCHASE AGREEMENT* ]




21


Schedule
      I




**Purchasers**









*
      Pursuant to Section 4(c) of this Agreement, indicate whether or not Purchaser
      is
      an “accredited investor” and/or a “US person” and, if Purchaser is Israeli,
      which type of “institutional investor” under the Addendum, if
      any.


22


**ANNEX
      B**




Plan
      of Distribution




The
      selling shareholders and any of their pledgees, assignees and
      successors-in-interest may, from time to time, sell any or all of their ordinary
      shares on any stock exchange, market or trading facility on which the shares
      are
      traded or in private transactions. These sales may be at fixed or negotiated
      prices. The selling shareholders may use any one or more of the following
      methods when selling shares:




ordinary
      brokerage transactions and transactions in which the broker-dealer solicits
      purchasers;




block
      trades in which the broker-dealer will attempt to sell the shares as agent
      but
      may position and resell a portion of the block as principal to facilitate the
      transaction;




purchases
      by a broker-dealer as principal and resale by the broker-dealer for its
      account;




an
      exchange distribution in accordance with the rules of the applicable
      exchange;




privately
      negotiated transactions;




short
      sales




broker-dealers
      may agree with the selling shareholders to sell a specified number of such
      shares at a stipulated price per share;




a
      combination of any such methods of sale; and




any
      other
      method permitted pursuant to applicable law.




The
      selling shareholders may also sell shares under Rule 144 under the Securities
      Act, if available, rather than under this prospectus.




Broker-dealers
      engaged by the selling shareholders may arrange for other brokers-dealers to
      participate in sales. Broker-dealers may receive commissions or discounts from
      the selling shareholders (or, if any broker-dealer acts as agent for the
      purchaser of shares, from the purchaser) in amounts to be negotiated. The
      selling shareholders do not expect these commissions and discounts to exceed
      what is customary in the types of transactions involved.




The
      selling shareholders may from time to time pledge or grant a security interest
      in some or all of the ordinary shares owned by them and, if they default in
      the
      performance of their secured obligations, the pledgees or secured parties may
      offer and sell the ordinary shares from time to time under this prospectus,
      or
      under an amendment to this prospectus under Rule 424(b)(3) or other applicable
      provision of the Securities Act of 1933 amending the list of selling
      shareholders to include the pledgee, transferee or other successors in interest
      as selling shareholders under this prospectus.




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The
      selling shareholders also may transfer the ordinary shares in other
      circumstances, in which case the transferees, pledgees or other successors
      in
      interest will be the selling beneficial owners for purposes of this
      prospectus.




The
      selling shareholders and any broker-dealers or agents that are involved in
      selling the ordinary shares may be deemed to be “underwriters” within the
      meaning of the Securities Act in connection with such sales. In such event,
      any
      commissions received by such broker-dealers or agents and any profit on the
      resale of the ordinary shares purchased by them may be deemed to be underwriting
      commissions or discounts under the Securities Act. The selling shareholders
      have
      informed us that they do not have any agreement or understanding, directly
      or
      indirectly, with any person to distribute the ordinary shares.




24