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EXHIBIT 4.18 Form of Warrant THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT
AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE
HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM
THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND
THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW. WARRANT TO PURCHASE ORDINARY SHARES Radcom Ltd., an Israeli
Company (the Company), hereby grants to
____________________. (the Holder), the right to purchase from the Company
the number of Ordinary Shares of the Company, nominal value NIS 0.05 (the
Ordinary Shares) specified below, subject to the terms and conditions set
forth below, effective as of the date hereof (the Effective Date).  1.
    
    Number of Ordinary Shares Available for PurchaseThis Warrant may be exercised to purchase of the Companys
Ordinary Shares having an aggregate exercise price in the amount of
U.S. Dollars ($          ) (Exercise
Amount), at an exercise price per each Ordinary Share as provided in
Section 2 below, subject to adjustments under Section 8 of this Warrant
(the Warrant Shares);2.
    
    Exercise PriceThe exercise price for each Warrant Share purchasable hereunder shall be
$2.253 subject to adjustments under Section 8 of this Warrant (the
Warrant Price):3.
    
    Term




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This Warrant may be exercised, in whole or in part, during the period
beginning on the Effective Date and ending on the date which is 2 years
following the Effective Date.4.
    
    Exercise of Warrant for Cash OnlyThis Warrant may be exercised in whole or in part on one or more
occasions during its term. The Warrant may be exercised by the surrender
of the Warrant to the Company at its principal office together with the
Notice of Exercise annexed hereto duly completed and executed on behalf
of the Holder. The Notice of Exercise must be accompanied by payment in
full of the amount of the aggregate Exercise Amount of the Warrant Shares
being purchased upon such exercise in immediately available funds.5.
    
    Issuance of Shares on ExerciseThe Company agrees that the Warrant Shares so purchased shall be issued
against receipt of the Notice of Exercise and payment (as provided in
Section 4 herein) and the Holder shall be deemed the record owner of such
Warrant Shares as of and from the close of business on the date on which
this Warrant shall be surrendered, together with payment in full as
required above. In the event of a partial exercise, the Company shall
concurrently issue to the Holder a replacement Warrant on the same terms
and conditions as this Warrant, but representing the number of Warrant
Shares remaining after such partial exercise.6.
    
    Warrant Confers No Rights of ShareholderExcept as otherwise set forth in this Warrant, the Holder shall not have
any rights as a shareholder of the Company with regard to the Warrant
Shares prior to actual exercise resulting in the purchase of any Warrant
Shares.7.
    
    Investment RepresentationNeither this Warrant nor the Warrant Shares issuable upon the exercise of
this Warrant have been registered under the Securities Act, or any other
securities laws. The Holder acknowledges by acceptance of the Warrant
that (a) it has acquired this Warrant for investment and not with a view
to distribution; (b) it has either a pre-existing personal or business
relationship with the Company, or its executive officers, or by reason of
its business or financial experience, it has the capacity to protect its
own interests in connection with the transaction; and (c) it is an
accredited investor as that term is defined in Regulation D promulgated
under the Securities Act, or he or she has the knowledge and experience
in business and financial matters to evaluate the risks and merits of his
or her investment, or it is not a U.S. Peron within the meaning of
Regulation S promulgated under the Securities Act and is not acquiring
the Warrants for the account of a U.S. Person. The Holder agrees that
any Warrant Shares issuable upon exercise of this Warrant will be
acquired for investment and not with a view to distribution, and that
such Warrant Shares may have to be held indefinitely unless they are
subsequently registered or qualified under the Securities Act and
applicable state 2




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securities laws, or based on an opinion of counsel reasonably
satisfactory to the Company, an exemption from such registration and
qualification is available. The Holder, by acceptance hereof, consents
to the placement of legend(s) on all securities hereunder as to the
applicable restrictions on transferability in order to ensure compliance
with the Securities Act, unless in the opinion of counsel for the Company
such legend is not required in order to ensure compliance with the
Securities Act. The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.8.
    
    Adjustment of Warrant Price and Number of SharesThe number and kind of securities purchasable initially upon the exercise
of this Warrant and the Warrant Price shall be subject to adjustment from
time to time upon the occurrence of certain events, as follows:  a.
    
    Adjustment for Shares Splits and CombinationsIf the Company
at any time or from time to time effects a subdivision of the
outstanding Ordinary Shares, the number of Ordinary Shares issuable
upon exercise of this Warrant immediately before the subdivision
shall be proportionately increased, and conversely, if the Company
at any time or from time to time combines the outstanding Ordinary
Shares, the number of Ordinary Shares issuable upon exercise of this
Warrant immediately before the combination shall be proportionately
decreased. Any adjustment under this Section 8(a) shall become
effective at the close of business on the date the subdivision or
combination becomes effective.b.
    
    Adjustment for Certain Dividends and DistributionsIn the
event the Company at any time, or from time to time makes, or fixes
a record date for the determination of holders of Ordinary Shares
entitled to receive a dividend or other distribution payable in
additional shares of Ordinary Shares, then and in each such event
the number of Ordinary Shares issuable upon exercise of this Warrant
shall be increased as of the time of such issuance or, in the event
such a record date is fixed, as of the close of business on such
record date, by multiplying the number of Ordinary Shares issuable
upon exercise of this Warrant by a fraction: (i) the numerator of
which shall be the total number of Ordinary Shares issued and
outstanding immediately prior to the time of such issuance or the
close of business on such record date plus the number of Ordinary
Shares issuable in payment of such dividend or distribution, and
(ii) the denominator of which is the total number of shares of
Ordinary Shares issued and outstanding immediately prior to the time
of such issuance or the close of business on such record date;
provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made
on the date fixed thereof, the number of Ordinary Shares issuable
upon exercise of this Warrant shall be recomputed accordingly as of
the close of business on such record date and thereafter the number
of shares of Ordinary Shares issuable upon exercise of this Warrant
shall be adjusted pursuant to this Section 8(b) as of the time of
actual payment of such dividends or distributions. 3




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c.
    
    Adjustments for Other Dividends and Distributions.In the
event the Company at any time or from time to time makes, or fixes a
record date for the determination of holders of Ordinary Shares
entitled to receive a dividend or other distribution payable in
securities of the Company other than Ordinary Shares, then in each
such event provision shall be made so that the Holder shall receive
upon exercise of this Warrant, in addition to the number of Ordinary
Shares receivable thereupon, the amount of securities of the Company
that the Holder would have received had this Warrant been exercised
for Ordinary Shares immediately prior to such event (or the record
date for such event) and had the Holder thereafter, during the
period from the date of such event to and including the date of
exercise, retained such securities receivable by it as aforesaid
during such period, subject to all other adjustments called for
during such period under this Section and the Companys Articles of
Association with respect to the rights of the Holder.d.
    
    Adjustment for Reclassification, Exchange and Substitution
If the Ordinary Shares issuable upon the exercise of this Warrant
are changed into the same or a different number of shares of any
class or classes of shares, whether by recapitalization,
reclassification or otherwise (other than a subdivision or
combination of shares or shares dividend or a reorganization,
merger, consolidation or sale of assets, provided for elsewhere in
this Section), then and in any such event the Holder shall have the
right thereafter to exercise this Warrant into the kind and amount
of shares and other securities receivable upon such
recapitalization, reclassification or other change, by holders of
the number of shares of Ordinary Shares for which this Warrant might
have been exercised immediately prior to such recapitalization,
reclassification or change, all subject to further adjustment as
provided herein and under the Companys Articles of Association.e.
    
    Reorganization, Mergers, Consolidations or Sales of Assets
If at any time from time to time there is a capital reorganization
of the Ordinary Shares (other than a recapitalization, subdivision,
combination, reclassification or exchange of shares provided for
elsewhere in this Subsection) or a merger or consolidation of the
Company with or into another corporation, or the sale of all or
substantially all of the Companys properties and assets to any
other person, then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the Holder
shall thereafter be entitled to receive upon exercise of this
Warrant, the number of shares or other securities or property of the
Company, or of the successor corporation resulting from such merger
or consolidation or sale, to which a holder of Ordinary Shares
deliverable upon conversion would have been entitled on such capital
reorganization, merger, consolidation or sale. In any such case
(except to the extent any cash or property is received in such
transaction), appropriate adjustment shall be made in the
application of the provisions of this Subsection and the Companys
Articles of Association with respect to the rights of the Holder
after the reorganization, merger, consolidation or sale to the end
that the provisions of this Subsection and the Companys Articles of
Association 4




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(including adjustment of the number of shares of Ordinary Shares
issuable upon exercise of this Warrant) shall be applicable after
that event and be as nearly equivalent to the provisions hereof as
may be practicable.f.
    
    Adjustment of Warrant Price. Upon each adjustment in the
number of Ordinary Shares purchasable hereunder, the Warrant Price
shall be proportionately increased or decreased, as the case may be,
in a manner that is the inverse of the manner in which the number of
Ordinary Shares purchasable hereunder shall be adjusted.g.
    
    Notice of Adjustments. Whenever the Warrant Price or the
number of Ordinary Shares purchasable hereunder shall be adjusted
pursuant to Section 8 hereof, the Company shall prepare a
certificate signed by the chief financial officer of the Company
setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such
adjustment was calculated, and the Warrant Price and the number of
Ordinary Shares purchasable hereunder after giving effect to such
adjustment, and shall cause copies of such certificate to be mailed
(by first class mail, postage prepaid) to the Holder.  9.
    
    Transfer of This Warrant or Securities Issuable on Exercise HereofWith respect to any offer, sale or other disposition of this Warrant or
securities into which such Warrant may be exercised, the Holder will give
written notice to the Company prior thereto, describing briefly the manner
thereof, together with, if requested by the Company, a written opinion of
such Holders counsel, to the effect that such offer, sale or other
distribution may be effected without registration or qualification (under
any federal or state law then in effect). Such opinion letter and all such
transferees must warrant and represent that they are an accredited
investor as that term is defined under Regulation D of the Securities Act.
Upon receiving such written notice and opinion and warranties and
representations, if so requested, the Company, as promptly as practicable,
shall deliver to the Holder one or more replacement Warrant certificates on
the same terms and conditions as this Warrant for delivery to the
transferees. Each Warrant thus transferred and each certificate representing
the securities thus transferred shall bear legend(s) as to the applicable
restrictions on transferability in order to ensure compliance with the
Securities Act, unless in the opinion of counsel for the Company such legend
is not required in order to ensure compliance with the Securities Act.10.
    
    Representations and Warranties.The Company represents and warrants to the Holder as follows:  a.
    
    This Warrant has been duly authorized and executed by the
Company and is a valid and binding obligation of the Company
enforceable in accordance with its terms, subject to laws of general
application relating to bankruptcy, insolvency and the relief of
debtors, and to general equity principles. 5




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b.
    
    The Warrant Shares are duly authorized and reserved for
issuance by the Company and, when issued in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable
and not subject to any preemptive rights.c.
    
    The execution and delivery of this Warrant are not, and the
issuance of the Warrant Shares upon exercise of this Warrant in
accordance with the terms hereof will not be, inconsistent with the
Companys Articles of Association, do not and will not contravene
any law, governmental rule or regulation, judgment or order
applicable to the Company, and, except for consents that have
already been obtained by the Company, do not and will not conflict
with or contravene any provision of, or constitute a default under,
any indenture, mortgage, contract or other instrument of which the
Company is a party or by which it is bound or require the consent or
approval of, the giving of notice to, the registration with or the
taking of any action in respect of or by, any Federal, state or
local government authority or agency or other person.  11.
    
    ExpensesThe Company will pay the Israeli Stamp Duty on the issuance of the
Warrant Shares, and will notify the Israeli Companies Registrar of such
issuance within the time period required by law.12.
    
    Loss, Theft, Destruction or Mutilation of WarrantUpon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of any Warrant or Shares
certificate, and in case of loss, theft or destruction, of indemnity, or
security reasonably satisfactory to it, and upon reimbursement to the
Company of all reasonable expenses incidental thereto, and upon surrender
and cancellation of such Warrant or Shares certificate, if mutilated, the
Company will make and deliver a new Warrant or Shares certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or
Shares certificate.13.
    
    NoticesAny notice or other communication hereunder shall be in writing and shall
be deemed to have been given upon delivery, if personally delivered or
three business days after deposit if deposited in the mail for mailing by
certified mail, postage prepaid, and addressed as follows: If to Holder:
    
    .
 6




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If to Company:
    
    Radcom Ltd.24 Raoul Wallenberg StreetTel Aviv 69719, IsraelFax: +972-3-6474681Attention: Chief Financial Officer
  Each of the above addressees may change its address for paragraph.
purposes of this paragraph by giving to the
other addressees notice of such new address in
conformance with this paragraph.14.
    
    Applicable Law; JurisdictionThis Warrant shall be governed by and construed in accordance with the
laws of the State of Israel as applicable to contracts between two
residents of the State of Israel entered into and to be performed
entirely within the State of Israel. Any dispute arising under or in
relation to this Warrant shall be resolved exclusively in the competent
court for Tel Aviv-Jaffa district, and each of the parties hereby submits
irrevocably to the exclusive jurisdiction of such court.16.
    
    Entire AgreementThis Warrant constitutes the entire agreement between the parties hereto
with regard to the subject matters hereof, and supercedes any prior
communications, agreements and/or understandings between the parties
hereto with regard to the subject matters hereof.Dated: , 2004RADCOM LTD.By:       David ZigdonTitle:    Chief Financial Officer 7




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NOTICE OF EXERCISE To:  1.
    
    The undersigned hereby elects to
purchase           shares of Ordinary
Shares of           , pursuant to the terms of the attached Warrant, and
tenders herewith payment of the purchase price for such shares in full.2.
    
    In exercising this Warrant, the undersigned hereby confirms and
acknowledges that the shares of Ordinary Shares are being acquired solely
for the account of the undersigned and not as a nominee for any other
party, or for investment, and that the undersigned will not offer, sell or
otherwise dispose of any such shares of Ordinary Shares except under
circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities laws.3.
    
    Please issue a certificate representing said shares of Ordinary Shares in
the name of the undersigned.4.
    
    Please issue a new Warrant for the unexercised portion of the attached
Warrant in the name of the undersigned. (Date)
    
    (Print Name)(Signature)
 8