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EXHIBIT 4.4




AMENDMENT NO. 1




TO



REGISTRATION RIGHTS AGREEMENT



     Amendment No. 1 (this “Amendment”), dated as of September 15, 2010, to the
Registration Rights Agreement (the “Registration Rights Agreement”), dated as of July 16,
2010, between VocalTec Communications Ltd., a company organized under the laws of the State of
Israel (the “Company”) and Daniel Borislow (the “Stockholder”).



     WHEREAS, the parties to this Amendment desire to amend Section 2.a. of the Registration Rights
Agreement to extend the period of time in which the Company shall file a Registration Statement
with the SEC to 90 days and to allow other stockholders of the
Company to include their ordinary shares in such Registration Statement; and



     WHEREAS, Section 10 of the Registration Rights Agreement provides that the Company and the
Stockholder may amend the Registration Rights Agreement with the written consent of both parties.



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein, and
intending to be legally bound hereby, the undersigned parties agree as follows:




	 	1.	 	Definitions. Capitalized terms used herein, but not otherwise defined
herein, shall have the meanings assigned to such terms in the Registration Rights
Agreement.
	 
	 	2.	 	Amendment. Section 2.a. of the Registration Rights Agreement is
amended and restated in its entirety as follows:






	 	 	 	“a. Mandatory Registration. Upon the terms and subject to the conditions
set forth in this Agreement, the Company shall file with the SEC within
ninety (90) calendar days of the date of this Agreement a Registration
Statement. The Registration Statement shall register the Registrable
Securities and may register ordinary shares of other stockholders of the Company. The Stockholder and his counsel shall have a reasonable
opportunity to review and comment upon such registration statement or
amendment to such registration statement and any related prospectus prior to
its filing with the SEC. The Stockholder shall furnish all information
reasonably requested by the Company for inclusion therein. The Company
shall use its reasonable best efforts to have the Registration Statement or
amendment declared effective by the SEC at the earliest possible date
following the filing thereof. The Company shall use reasonable best efforts
to keep the Registration Statement effective pursuant to Rule 415
promulgated under the Securities Act (or any successor rule providing for
offering securities on a continuous basis) and available for sales of all of
the Registrable Securities at all times until the earlier of (i) the date as of which the Stockholder may sell all of the




 









 






	 	 	 	Registrable Securities without restriction pursuant Rule 144 promulgated
under the Securities Act (or successor thereto) or (ii) the date on which
the Stockholder shall have sold all the Registrable Securities owned by him
(the “Registration Period”). Each of the Company and the Stockholder
hereby undertakes and agrees (each with respect to the information provided
by such party to be included in the Registration Statement) that the
Registration Statement (including any amendments or supplements thereto and
prospectuses contained therein) shall not contain any 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 in which they were made, not misleading.”






	 	3.	 	Condition to Effectiveness. This Amendment shall become effective on
and as of the date first written above.
	 
	 	4.	 	Continued Effectiveness of the Registration Rights Agreement. Except
as otherwise expressly provided herein, the Registration Rights Agreement is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all
respects.
	 
	 	5.	 	Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which
shall be deemed to be an original, but all of which taken together shall constitute one
and the same agreement.
	 
	 	6.	 	Headings. Section headings herein are included for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.
	 
	 	7.	 	Governing Law. This Amendment and the rights and obligations of the
parties hereunder shall be construed in accordance with and be governed by the law of
the State of New York, without giving effect to principles of conflicts of laws
thereof.





[Signature Pages to Follow]







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     IN WITNESS WHEREOF, this Amendment has been duly executed as of the date first written
above.



	 	 	 	 	 
	 	VOCALTEC COMMUNICATIONS LTD.

 	 
	 	By:  	/s/ Peter Russo
 	 
	 	 	Name:  	Peter Russo 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	Daniel Borislow

 	 
	 	By:  	/s/ Daniel Borislow
 	 
	 	 	Name:  	Daniel Borislow 	 
	 	 	 	 
	 




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