RADCOM LTD (Form: F-3/A, Received: 06/27/2013 12:35:11)

As filed with the Securities and Exchange Commission on June 27, 2013

Registration No. 333- 189111

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE

AMENDMENT NO. 1

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RADCOM LTD.

(Exact Name of Registrant as Specified in Its Charter)

N/A

(Translation of registrant’s name into English)

Israel		Not Applicable
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

24 Raoul Wallenberg Street

Tel-Aviv 69719, Israel

+972 -3-645-5055

(Address and Telephone Number of Registrant’s Principal Executive Offices)

RADCOM Equipment Inc.

6 Forest Avenue, Paramus, NJ 07652

(201) 518-0033

(Name, Address and Telephone Number of Agent for Service)

Copies to

Aaron M. Lampert, Adv.

Goldfarb Seligman & Co.

98 Yigal Alon Street

Tel-Aviv 6789141 , Israel

Tel: +972-3-608-9999

Fax: +972-3-608-9808

Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, please check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered (1)			Proposed Maximum Aggregate Price Per Share			Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Ordinary shares, par value NIS 0.20 per share		1,239,639	(2)	$	3.04	(4)	$	3,768,503	$	514.02	(6)
Ordinary shares, par value NIS 0.20 per share, issuable upon exercise of warrants		413,213	(3)	$	3.49	(5)	$	1,442,113	$	196.70	(6)
Total		1,652,852			N/A		$	5,210,616	$	710.72	(7)

	(1)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, all amounts of ordinary shares include an indeterminable number of additional ordinary shares that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions affecting the ordinary shares to be offered by the selling shareholders.
	(2)	Represents ordinary shares being registered for resale by certain selling shareholders.

(3)

Represents ordinary shares being registered for resale by certain selling shareholders issuable upon exercise of warrants pursuant to an agreement between the registrant and those selling shareholders.

(4)

Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) of the Securities Act, based on the average of the reported high and low prices of the ordinary shares as reported by the NASDAQ Capital Market on May 31, 2013. The ordinary shares being registered are to be sold by the selling shareholders.

(5)

Calculated in accordance with Rule 457(g)(1) under the Securities Act based on the warrant exercise price of $3.49 per share.

(6)

Determined in accordance with Section 6(b) of the Securities Act and equal to 0.00013640 multiplied by the proposed maximum aggregate offering price of each class of securities.

(7)

Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. NO SELLING SHAREHOLDER MAY SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED JUNE 27, 2013

PROSPECTUS

1,652,852 Ordinary Shares

RADCOM Ltd.

This prospectus relates to the resale from time to time of up to 1,652,852 ordinary shares, as follows:

	·	Up to 1,239,639 ordinary shares held by the selling shareholders; and
	·	Up to 413,213 ordinary shares issuable upon exercise of warrants held by the selling shareholders.

The purchase of the ordinary shares and warrants from the Company by two of the selling shareholders is subject to the approval of the Company’s shareholders, as described in “Prospectus Summary – The Transaction.” If that approval is not obtained, this prospectus will relate to only 833,029 ordinary shares and only 277,676 ordinary shares issuable upon exercise of warrants held by the selling shareholders.

We will not receive any proceeds from sales of the ordinary shares offered pursuant to this prospectus, but we will receive the proceeds from the exercise of warrants. The selling shareholders identified in this prospectus, or their pledgees, donees, transferees or other successors-in-interest, may offer the ordinary shares from time to time through public or private transactions at fixed prices, at prevailing market prices at the time of sale, at prices related to prevailing market prices or at privately negotiated prices.

The selling shareholders and any agent or broker-dealer that participates with the selling shareholders in the distribution of the ordinary shares may be considered “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and in that event, any commissions received by them and any profit on the resale of the shares may be considered underwriting commissions or discounts under the Securities Act.

Our ordinary shares are listed for quotation on the NASDAQ Capital Market under the symbol “RDCM.” On June 26, 2013, the closing sale price of our ordinary shares on the NASDAQ Capital Market was $3.26 per share. You are urged to obtain the current market quotations for our ordinary shares

Investing in our ordinary shares involves a high degree of risk. See “Risk Factors” on page 5 to read about factors you should consider before buying our ordinary shares.

Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated , 2013

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS	2
PROSPECTUS SUMMARY	3
RISK FACTORS	5
SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION	5
THE OFFERING AND LISTING	6
PRICE RANGE OF OUR SHARES	7
CAPITALIZATION AND INDEBTEDNESS	8
REASONS FOR THE OFFER AND USE OF PROCEEDS	9
SELLING SHAREHOLDERS	10
PLAN OF DISTRIBUTION	13
EXPENSES	14
LEGAL MATTERS	14
EXPERTS	14
ENFORCEABILITY OF CIVIL LIABILITIES	14
WHERE YOU CAN FIND ADDITIONAL INFORMATION	15
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	15
SIGNATURES	22

ABOUT THIS PROSPECTUS

This prospectus is part of a Registration Statement that we filed with the United States Securities and Exchange Commission, or the “SEC,” utilizing a “shelf” registration process. Under this shelf process, the selling shareholders may offer up to a total of 1,652,852 ordinary shares, from time to time, in one or more offerings in any manner described under the section in this prospectus entitled “Plan of Distribution.” You should read both this prospectus together with the additional information described under the heading “Where You Can Find Additional Information.”

You should rely only on the information contained or incorporated by reference in this prospectus or any supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and any underwriter or agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

The rules of the SEC allow us to incorporate by reference information into this prospectus. This means that important information is contained in other documents that are considered to be a part of this prospectus. Additionally, information that we file later with the SEC will automatically update and supersede this information. You should read this prospectus, any prospectus supplement and the information that is incorporated or deemed incorporated by reference in this prospectus. See “Where You Can Find Additional Information.” The registration statement of which this prospectus forms a part, including the exhibits and the documents incorporated or deemed incorporated in this prospectus, can be read on the SEC website or at the SEC offices mentioned under the heading “Where You Can Find Additional Information.”

Unless the context otherwise requires, all references in this prospectus to “RADCOM,” “we,” “our,” “our company,” “us” and the “Company” refer to RADCOM Ltd. and its consolidated subsidiaries, unless otherwise indicated.

All references in this prospectus to “ordinary shares” or “Ordinary Shares” refer to our ordinary shares, par value 0.20 NIS per share.

All references in this prospectus to “dollars” or “$” are to United States dollars.

All references in this prospectus to “shekels” or “NIS” are to New Israeli Shekels.

PROSPECTUS SUMMARY

You should read the following summary together with the more detailed information regarding us and the securities being sold in this offering, including the risks discussed under the heading “Risk Factors,” contained in this prospectus. You should also read carefully the consolidated financial statements and notes thereto and the other information about us that is incorporated by reference into this prospectus, including our annual report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2013, referred to as “our Form 20-F,” and the financial data included in our current report on Form 6-K, filed with the SEC on April 24, 2013, each of which has been incorporated by reference into this prospectus.

Our Company

RADCOM Ltd. was incorporated in 1985 under the laws of the State of Israel, and we commenced operations in 1991. The principal legislation under which we operate is the Israeli Companies Law 1999, or the “Israeli Companies Law.” Our principal executive offices are located at 24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel, and our telephone and fax numbers are +972-3-645-5055 and +972-3-647-4681, respectively.

We provide innovative service assurance and customer experience monitoring solutions for communications service providers and equipment vendors. We specialize in solutions for next-generation networks, both wireless and wireline. Our comprehensive, carrier strength solutions are used to prevent service provider revenue leakage and enable management of customer quality of experience. Our products facilitate network and service performance analysis, troubleshooting calls and sessions and pre-mediation with an OSS/BSS.

For more information relating to our company, see our Annual Report on Form 20-F for the year ended December 31, 2012, filed with the SEC on April 22, 2013, which is incorporated by reference herein.

The Transaction

Share and Warrant Purchase Agreement

On April 23, 2013, we entered into an agreement, or the “Purchase Agreement,” with the selling shareholders (described under the section in this prospectus entitled “Selling Shareholders”) pursuant to which we agreed to issue to the selling shareholders an aggregate of 1,239,639 ordinary shares, or the “Shares”, and warrants, or the “Warrants,” exercisable into an aggregate of 413,213 ordinary shares, or the “Warrant Shares.”

The Warrants are exercisable at an exercise price of $3.49 per share and are exercisable during a three-year period ending on the third anniversary of the date of Closing, as defined in the Purchase Agreement The Warrants are subject to customary adjustment for share dividends, share splits, reclassification, reorganization and other similar events.

We agreed with the recipients of the Shares and Warrants to register for public resale the Shares and the Warrant Shares. This prospectus has been prepared, and the Registration Statement of which this prospectus is a part has been filed with the SEC, to satisfy our obligations to the recipients of our Shares and Warrants.

Accordingly, this prospectus covers the resale by selling shareholders of the Shares and the Warrant Shares issued pursuant to the Purchase Agreement. Mr. Zohar Zisapel, our chairman, entered into the Purchase Agreement through two Israeli entities wholly owned by him, Klil & Michael Holdings (93) Ltd. and Lomsha Ltd. (the “Zisapel Selling Shareholders”), to purchase 406,610 ordinary shares and Warrants exercisable for 135,537 Warrant Shares. In order for Mr. Zisapel to participate in the transaction through the entities controlled by him, we must receive shareholder approval, or “Shareholder Approval,” as further set out below. Absent receipt of the Shareholder Approval, the Zisapel Selling Shareholders will not participate in the transaction and this prospectus will only cover 833,029 Ordinary Shares and 277,676 Warrant Shares.

Nasdaq Marketplace Rule 5635(d)(2)

Our Ordinary Shares are currently listed on The NASDAQ Capital Market (“NASDAQ”). NASDAQ rules governing issuers with shares listed on NASDAQ require shareholder approval prior to certain issuances of securities. NASDAQ Listing Rule 5635(d)(2) (“Rule 5635(d)(2)”) requires shareholder approval prior to the issuance of ordinary shares (or securities convertible into, or exercisable for, ordinary shares) equal to 20% or more of the ordinary shares or 20% or more of the voting power outstanding before the issuance, for less than the greater of book or market value of the issuer’s ordinary shares.

Prior to entering into the Purchase Agreement, we had 6,464,719 ordinary shares outstanding. The issuance of 833,029 ordinary shares and the grant of Warrants exercisable for 277,676 ordinary shares at the first closing, which took place on May 6, 2013 (the “First Closing”), constitutes approximately 17.18% of the ordinary shares outstanding prior to the First Closing. However, the additional issuance of 406,610 ordinary shares, and the grant of a Warrant exercisable for 135,537 Ordinary Shares, to the Zisapel Selling Shareholders, together with the securities sold at the First Closing, would constitute approximately 25.57% of the Ordinary Shares outstanding prior to the execution of the Purchase Agreement. Pursuant to Rule 5635(d)(2), since the price per share paid by the Selling Shareholders under the Purchase Agreement is less than the market value at the date of issuance, the portion of the securities issued to the Zisapel Selling Shareholders that would exceed the 20% threshold of Rule 5635(d)(2), requires the affirmative vote of the holders of a majority of the ordinary shares present, in person or by proxy, and voting on the matter.

Israeli Companies Law

The Zisapel Selling Shareholders are parties to the Purchase Agreement. Since Mr. Zisapel holds more than 25% of our voting power, he may be deemed a “controlling shareholder” (as such term is defined in the Israeli Companies Law) of Radcom. Therefore, by virtue of Mr. Zisapel's personal interest in the Purchase Agreement, the participation of the Zisapel Selling Shareholders in the transaction requires the approval of our Audit Committee, Board of Directors and shareholders, in that order. On April 23, 2012, our Audit Committee and Board of Directors approved the participation of the Zisapel Selling Shareholders in the transaction. We intend to seek the approval of our shareholders at our annual meeting of shareholders to be held on June 30, 2013.

Since Mr. Zisapel may be deemed a controlling shareholder of us, the approval of the Zisapel Selling Shareholders’ purchase of ordinary shares and Warrants under the Purchase Agreement and the registration for resale by the Zisapel Selling Shareholders of ordinary shares and Warrant Shares requires the affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter, and that either (i) such majority includes at least a majority of the votes of shareholders voting on the matter who do not have a personal interest in the resolution or (ii) the total number of votes against the proposed resolution by shareholders voting on the matter who do not have a personal interest in the resolution does not exceed two percent of the outstanding voting power in our company.

Investing in our ordinary shares involves risks. You should carefully consider the information under “Risk Factors” beginning on page 5 and the other information included or incorporated by reference in this prospectus before investing in our ordinary shares.

RISK FACTORS

Any investment in our ordinary shares involves a high degree of risk. You should carefully consider the risk factors set forth under the heading “Risk Factors” in our Form 20-F incorporated herein by reference, and in other documents we file from time to time with the SEC, before making an investment in our ordinary shares.

The risks and uncertainties described in the documents we have incorporated by reference into this prospectus are not the only ones we face. Additional risks and uncertainties that we are not aware of or that we currently believe are immaterial may also adversely affect our business, financial condition, results of operations, and our liquidity. Our business, financial condition or results of operations could be materially adversely affected by any of these risks. The trading price of our ordinary shares could decline due to any of these risks, and you may lose all or part of your investment.

SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

This prospectus (including documents incorporated by reference herein) may contain forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended, or the “Securities Act,” and the Securities Exchange Act of 1934, as amended, or the “Exchange Act.” These statements are based on current expectations, estimates, forecasts and projections about the industries in which we operate and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,” “may,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances are forward-looking statements.

Any or all of our forward-looking statements in this prospectus may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual results may differ materially from the results currently expected. Factors that could cause such differences include, but are not limited to:

our ability to successfully penetrate into new markets in which have limited history and gain market acceptance for our new tools and services;

our ability to accurately predict and respond to market developments or demands;

the impact of failures to accurately estimate the costs of fixed-price projects, which may result in lower margins or losses;

fluctuations in inflation and currency rates;

changes in general economic and business conditions;

decline in the demand for the Company’s products;

inability to timely develop and introduce new technologies, products and applications;

loss of market share;

pressure on prices resulting from competition; and

the risks discussed in the Risk Factor section of this prospectus and in “Item 3.D—Key Information — Risk Factors” and “Item 5. Operating and Financial Review and Prospects” of our Form 20-F, which are incorporated herein by reference.

In addition, you should note that our past financial and operational performance is not necessarily indicative of future financial and operational performance. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

THE OFFERING AND LISTING*

Aggregate number of ordinary shares offered by the selling shareholders		1,239,639 ordinary shares

Aggregate number of ordinary shares offered by the selling shareholders, which are issuable upon exercise of the Warrants		413,213 ordinary shares

Ordinary shares outstanding as of June 3, 2013		7,717,964 ordinary shares (subject to certain exclusions listed below)**
Use of proceeds		We will not receive any proceeds from the sale of ordinary shares by the selling shareholders, but we will receive proceeds from the exercise of the Warrants. If the Warrants are exercised in full for cash, we would realize proceeds before expenses, in the amount of $1,441,080.
NASDAQ Capital Market symbol		RDCM

*Assumes the receipt of Shareholder Approval.

**Includes 1,239,639 ordinary shares offered by the selling shareholders, and does not include: (i) 1,120,160 ordinary shares issuable upon the exercise of outstanding options, (ii) 413,213 ordinary shares issuable upon the exercise of the Warrants, (iii) 214,496 ordinary shares issuable upon the exercise of other warrants, and (iv) 30,843 ordinary shares that were repurchased by us in March and April 2001.

PRICE RANGE OF OUR SHARES

The following table sets forth the high and low closing bid prices of our ordinary shares as reported by the NASDAQ Global Market and the NASDAQ Capital Market, as applicable, for the calendar periods indicated:

	High		Low
Annual
2012	$	5.69	$	2.08
2011	$	13.98	$	3.45
2010	$	12.50	$	1.60
2009	$	2.80	$	0.40
2008	$	3.40	$	0.40

Quarterly 2013
Second Quarter (through June 26)	$	4.80	$	2.56
First Quarter	$	4.19	$	2.21
Quarterly 2012
Fourth Quarter	$	3.25	$	2.08
Third Quarter	$	4.80	$	2.66
Second Quarter	$	5.42	$	3.50
First Quarter	$	5.72	$	3.94
Quarterly 2011
Fourth Quarter	$	4.75	$	3.45
Third Quarter	$	5.56	$	3.55
Second Quarter	$	9.83	$	4.48
First Quarter	$	13.98	$	9.28
Most recent six months
June 2013 (through June 26)	$	3.66	$	2.77
May 2013	$	4.80	$	2.56
April 2013	$	3.40	$	3.00
March 2013	$	3.95	$	2.81
February 2013	$	4.10	$	2.21
January 2013	$	4.19	$	2.32
December 2012	$	2.78	$	2.16

CAPITALIZATION AND INDEBTEDNESS

The table below sets forth our consolidated capitalization and indebtedness, determined in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, as of March 31, 2013, and as adjusted to give effect to the sale of the 1,239,639 Ordinary Shares and the issuance of 413,213 ordinary shares, issued upon the exercise of the Warrants, at an exercise price of $3.49 per share, both assuming the receipt of the Shareholder Approval. The information in this table should be read in conjunction with our audited U.S. GAAP financial statements as of and for the year ended December 31, 2012 and the notes thereto, included in our annual report on Form 20-F for the year ended December 31, 2012, as filed with the SEC on April 22, 2013, and our unaudited financial statements for the quarter ended March 31, 2013, included in our Report on Form 6-K furnished to the SEC on April 24, 2013, which have both been incorporated by reference into this prospectus.

	Actual			As Adjusted
	(in thousands)

Shareholders’ equity
Share capital – ordinary shares of NIS 0.20 par value 9,997,670 shares authorized; 6,495,562 actual shares issued and 8,148,414 as adjusted shares issued)		252			343
Additional paid-in capital		61,244			66,053
Accumulated deficit		(56,996	)		(56,996	)
Total shareholders’ equity		4,500			9,400
Total capitalization		4,500			9,400

REASONS FOR THE OFFER AND USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the ordinary shares by the selling shareholders in this offering. If the Warrants are exercised in full for cash, we would realize proceeds, before expenses, in the amount of $1,441,080, assuming the receipt of Shareholder Approval. If Shareholder Approval is not received, we would realize proceeds, before expenses, in the amount of $ 968,395 upon the exercise of the Warrants. The net proceeds of the exercise of the Warrants will be used for working capital, general corporate purposes and cash flow needs.

SELLING SHAREHOLDERS

This prospectus covers the resale, from time to time, by the selling shareholders of up to 1,652,852 ordinary shares, of which:

1,239,639 ordinary shares were purchased by the selling shareholders under the Purchase Agreement between us and the selling shareholders; and

413,213 ordinary shares are issuable upon exercise of the Warrants granted to the selling shareholders under the Purchase Agreement.

For additional information regarding the offering, see “Prospectus Summary—The Transaction” above. We are registering the ordinary shares in order to permit the selling shareholders to offer the shares for resale from time to time. To our knowledge, except as indicated in the table below, none of the selling shareholders have held any position or office, or had any material relationship with us, our predecessors, or affiliates, within the past three years, or are a broker-dealer or an affiliate of a broker-dealer.

In order for Mr. Zisapel to participate in the transaction through the Zisapel Selling Shareholders, we must receive Shareholder Approval pursuant to Nasdaq Marketplace Rule 5635(d)(2) and under the Israeli Companies Law. Absent the Shareholder Approval, Mr. Zisapel will not participate in the transaction and then this prospectus will only cover 833,029 Ordinary Shares and 277,676 Warrant Shares. The below chart assumes the receipt of Shareholder Approval.

In accordance with the Purchase Agreement, we agreed to use our commercially reasonable efforts to prepare and file with the SEC a registration statement covering the resale of the Shares and the Warrant Shares on or prior to the 30 th day following the Closing, as defined in the Purchase Agreement, and to cause the registration statement, among other things, to remain continuously effective under the Securities Act until the date which is three years after the date that such registration statement is declared effective by the SEC or such earlier date when all the Shares and the Warrant Shares have been sold or all such shares may be sold without volume or other restrictions pursuant to Rule 144 promulgated under the Securities Act, as determined by our counsel pursuant to a written opinion letter to such effect, addressed and acceptable to our transfer agent and the affected purchasers.

The following table presents information provided by the selling shareholders with respect to beneficial ownership of our ordinary shares as of June 3, 2013, and as adjusted to reflect the sale of the shares offered by the selling shareholders under this prospectus, assuming that all ordinary shares being offered under this prospectus are ultimately sold in the offering. The table includes all shares issuable within 60 days of June 3, 2013 upon the exercise of warrants or options beneficially owned by the indicated shareholders on that date. The applicable percentage of ownership of the Company’s outstanding shares for each selling shareholder is based on 7,717,964 ordinary shares outstanding as of June 3, 2013, and such number of ordinary shares issuable upon exercise of the warrants or options held by that selling shareholder. Beneficial ownership as set forth below includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities. To our knowledge, the persons named in the table have sole voting power, sole investment control, and the sole right to receive the economic benefit with respect to all shares listed, except as set forth in the table below.

	Ordinary Shares Beneficially						Ordinary Shares			Ordinary Shares
	Owned						Being			Beneficially Owned
	Prior to Offering (4)						Offered (4)			After Offering (4)
	Number			Percent						Number		Percent
Name of Beneficial Owner
Zohar Zisapel (1)		2,813,030	(2)		35.09	%		542,147	(3)		2,270,883		34.19	%
24 Raoul Wallenberg Street
Tel-Aviv 69719, Israel
Yelin Lapidot Provident Fund Management Ltd (5)		477,897	(6)		6.10	%		477,897			-		0.00	%
50 Dizengoff St Top Tower
Tel Aviv 69411, Israel
Abraham Neuman		252,968			3.26	%		133,333			119,635		1.84	%
10 Agmon Street
Ramat Efal 52960, Israel
Straiton Investments Limited (7)		325,603			4.18	%		293,333			32,270		0.50	%
50 Town Range, Suites 7b &8b
Gibraltar
David Ripstein (8)		211,645	(9)		2.68	%		23,895			187,750		2.82	%
3 Aharon Becker
Tel Aviv, Israel
Meir Moshe		156,212			2.02	%		66,667			89,545		1.38	%
14 Yacov Meridor.
Tel Aviv, Israel
Benny Bergman		149,073			1.93	%		23,895			125,178		1.93	%
3 Daniel Frisch St.
Tel Aviv 64731, Israel
Zohar Gilon		121,685			1.57	%		71,685			50,000		0.77	%
28 Shalva St
Herzliya Pituach 46705, Israel
Ouri Levy		21,958			0.28	%		20,000			1,958		0.03	%
20/7 Refidim St
Tel Aviv, Israel

(1)	Mr. Zisapel is the current Chairman of the Company’s Board of Directors. Mr. Zisapel entered into the Purchase Agreement through Klil & Michael Holdings (93) Ltd., or Klil, and Lomsha Ltd., or Lomsha, two Israeli companies wholly owned by Mr. Zisapel, who is also a director of each and as such, Mr. Zisapel may be deemed to have voting and investment power over any ordinary shares and warrants held by Klil and Lomsha.

(2)	Assumes the receipt of Shareholder Approval. Includes 44,460 ordinary shares owned of record by RAD Data Communications Ltd (“RDC”), an Israeli company, 13,625 ordinary shares owned of record by Klil, 56,139 ordinary shares owned of record by Lomsha, 125,000 ordinary shares issuable upon exercise of options exercisable within 60 days of June 3, 2013, 38,986 ordinary shares issuable upon exercise of Warrants exercisable within 60 days of June 3, 2013 and the Shares and ordinary shares mentioned in Footnote (3) below. Mr. Zohar Zisapel is a principal shareholder of RDC. Mr. Zohar Zisapel and his brother, Mr. Yehuda Zisapel, have shared voting and investment power with respect to the shares held by RDC, and as such, Mr. Zohar Zisapel may be deemed to have voting and investment power over the ordinary shares held by RDC. Mr. Zohar Zisapel disclaims beneficial ownership of these ordinary shares except to the extent of his pecuniary interest therein.

(3)	Assumes the receipt of Shareholder Approval. Includes (i) 224,562 Shares, and 74,854 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Klil, and (ii) 182,048 Shares and 60,683 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Lomsha.

(4)	Includes Shares and ordinary shares underlying Warrants.

(5)	Yelin Lapidot Provident Fund Management Ltd. (“Yelin”) has voting control and investment discretion over the securities held by the funds mentioned in Footnote 6 below and as a result, may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares held in such account. Mr. Sany Zelka, Joint CEO of Yelin, has voting and investment power over the securities held by the funds mentioned in Footnote 6 below, and as a result, may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares held in such account.

(6)	Includes: (i) 84,272 Shares and 28,091 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Yelin Lapidot Kupat Gemel, (ii) 22,561 Shares and 7,520 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Yelin Lapidot Kupat Gemel Menayatit, (iii) 117,435 Shares and 39,145 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Yelin Lapidot Keren Hishtalmut, (iv) 50,761 Shares and 16,920 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Yelin Lapidot Gemel (B), and (v) 83,394 Shares and 27,798 ordinary shares issuable upon exercise of warrants exercisable within 60 days of June 3, 2013, all owned of record by Yelin Lapidot Hishtalmut (B).

(7)	Finsbury Corporate Services Limited (“Finsbury”) has sole voting and investment control of the securities held by Straiton Investments Limited (“Straiton”). Mr. David Dennis Cuby and Mr. James David Hassan are directors at Finsbury, and have joint voting and investment power over the securities held by Straiton, and as a result, may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the shares held in such account.

(8)	David Ripstein is the CEO of the Company.

(9)	Includes (i) 17,921 ordinary shares, (ii) 5,974 ordinary shares issuable upon exercise of Warrants exercisable within 60 days of June 3, 2013 and (iii) 187,750 ordinary shares issuable upon exercise of options exercisable within 60 days of June 3, 2013.

PLAN OF DISTRIBUTION

The selling shareholders and any of their pledgees, donees, transferees or other successors-in-interest may, from time to time, sell any or all of their ordinary shares being offered under this prospectus, on the NASDAQ Capital Market or any other stock exchange, market or trading facility on which the ordinary 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 broker-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 amending the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus.

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.

EXPENSES

We are paying substantially all of the expenses of registering the ordinary shares under the Securities Act and of compliance with blue-sky laws, including registration and filing fees, printing and duplication expenses, administrative expenses, our legal and accounting fees and the legal fees of counsel on behalf of the selling shareholders. We estimate these expenses to be approximately $23,000, which include the following categories of expenses:

SEC registration fee	$	710.72
Legal fees and expenses	$	15,000
Accounting fees and expenses	$	6,500
Miscellaneous expenses	$	789.28

Total	$	23,000

LEGAL MATTERS

The validity of the ordinary shares being offered by this prospectus and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Goldfarb Seligman & Co.

EXPERTS

The consolidated financial statements of Radcom Ltd. and its subsidiaries appearing in Radcom Ltd.’s Annual Report on Form 20-F for the year ended December 31, 2012, have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, independent registered public accounting firm, as set forth in their report included therein, and incorporated herein by reference. Such financial statements have been incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the State of Israel. Substantially all of our executive officers and directors and our Israeli auditors are nonresidents of the United States, and a substantial portion of our assets and the assets of these persons are located outside the United States. Therefore, it may be difficult to enforce a judgment obtained in the United States against us or any such persons.

Additionally, there is doubt as to the enforceability of civil liabilities under the Securities Act and the Exchange Act in original actions instituted in Israel. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law. Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability provisions of the U.S. securities laws, as well as a monetary or compensatory judgment in a non-civil matter, provided that the following key conditions are met:

subject to limited exceptions, the judgment is final and non-appealable;

the judgment was given by a court competent under the laws of the state of the court and is otherwise enforceable in such state;

	o	adequate service of process has been effected and the defendant has had a reasonable opportunity to present his arguments and evidence;
	o	the judgment and its enforcement are not contrary to the law, public policy, security or sovereignty of the State of Israel;
	o	the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties; and
	o	an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted in the U.S. court.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed a Registration Statement on Form F-3 with the SEC for the shares being offered pursuant to this prospectus. This prospectus does not include all of the information contained in the Registration Statement. You should refer to the Registration Statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the Registration Statement for copies of the actual contract, agreement or other document.

We are required to file annual reports and other information with the SEC. These filings contain important information which does not appear in this prospectus. You can read our SEC filings, including the Registration Statement, over the Internet at the SEC’s website at http://www.sec.gov. Information contained in such website is not part of this prospectus. You may also read and copy any document we file with the SEC at the public reference facilities maintained by the SEC, 100 F Street, N.E., Washington, D.C. 20549, Room 1580. You may also obtain copies of such material from the SEC at prescribed rates by writing to the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room in Washington D.C. and in other locations.

We are subject to certain of the informational requirements of the Exchange Act. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing certain disclosure and procedural requirements for proxy solicitations and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act, with respect to their purchases and sales of ordinary shares. In addition, we are not required to file quarterly reports or to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within 180 days after the end of each fiscal year, an annual report on our Form 20-F containing financial statements that will be examined and reported on, with an opinion expressed by an independent accounting firm. We also furnish quarterly reports on Form 6-K containing unaudited financial information for the first three quarters of each fiscal year.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with or submit to it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information filed with or submitted to the SEC will update and supersede this information. We incorporate by reference into this prospectus the documents listed below.

(i) Our annual report on Form 20-F for the fiscal year ended December 31, 2012, filed with the SEC on April 22, 2010;

(ii) Our financial data included in our current report on Form 6-K furnished to the SEC on April 24, 2013;

(iii) Our report on Form 6-K furnished to the SEC on April 29, 2013;

(iv) Our report on Form 6-K furnished to the SEC on May 9, 2013;

(v) Our report on Form 6-K furnished to the SEC on May 28, 2013; and

(vi) The description of our ordinary shares contained in our registration statement on Form 8-A, filed with the SEC on September 19, 1997, and any amendment or report filed for the purpose of updating such description.

In addition, all subsequent annual reports on Form 20-F, and all of our subsequent filings on Form 6-K filed by us pursuant to the Exchange Act, prior to the termination of the offering, and any reports on Form 6-K subsequently submitted to the SEC or portions thereof that we specifically identify in such forms as being incorporated by reference into the Registration Statement of which this prospectus forms a part, shall be considered to be incorporated into this prospectus by reference and shall be considered a part of this prospectus from the date of filing or submission of such documents.

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document.

We will provide without charge to any person (including any beneficial owner) to whom this prospectus has been delivered, upon oral or written request, a copy of any document incorporated by reference in this prospectus but not delivered with the prospectus (except for exhibits to those documents unless a document states that one of its exhibits is incorporated into the document itself). Such requests should be directed to Gilad Yehudai, Chief Financial Officer, c/o RADCOM Ltd., 24 Raoul Wallenberg Street, Tel-Aviv 69719, Israel, facsimile number +972-3-647-4681. Our corporate website address is http://www.radcom.com. The information on our website is not a part of this prospectus.

1,652,852 Ordinary Shares

RADCOM LTD.

PROSPECTUS

, 2013

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers.

Under the Israeli Companies Law, an Israeli company may not exculpate an office holder from liability with respect to a breach of his duty of loyalty, but may exculpate in advance an office holder from his liability to the company, in whole or in part, with respect to a breach of his duty of care (except in connection with distributions), provided that the articles of association of the company permit it to do so. Our articles of association allow us, subject to the provisions of the Israeli Companies Law, to prospectively exculpate an office holder from all or some of the office holder’s responsibility for damage resulting from the office holder’s breach of the office holder’s duty of care to the Company. Our articles of association further provide that, subject to the provisions of the Israeli Companies Law, we may enter into a contract for the insurance of the liability of any of our office holders with respect to an act performed by such individual in his or her capacity as an office holder, in respect of each of the following:

	·	a breach of an office holder’s duty of care to us or to another person;
	·	a breach of an office holder’s duty of loyalty to us, provided that the office holder acted in good faith and had reasonable cause to assume that his or her act would not prejudice our interests;
	·	financial obligation imposed on him+ in favor of another person; or
	·	reasonable litigation expenses, including attorney fees, incurred by the office holder as a result of an administrative enforcement proceeding instituted against him. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 5728-1968, as amended (the “Israeli Securities Law”) and expenses that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorney fees.

Our articles of association also provide that we may indemnify an office holder in respect of an obligation or expense imposed on the office holder in respect of an act performed in his or her capacity as an office holder, as follows:

	·	a financial obligation imposed on him in favor of another person by a court judgment, including a compromise judgment or an arbitrator's award approved by court;
	·	reasonable litigation expenses, including attorneys' fees, expended by the office holder as a result of an investigation or proceeding instituted against him by a competent authority, provided that such investigation or proceeding was concluded without the filing of an indictment against him and either (A) concluded without the imposition of any financial liability in lieu of criminal proceedings or (B) concluded with the imposition of a financial liability in lieu of criminal proceedings but relates to a criminal offense that does not require proof of criminal intent; or in connection with an administrative enforcement proceeding or a financial sanction. Without derogating from the generality of the foregoing, such expenses will include a payment imposed on the office holder in favor of an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, and expenses that the office holder incurred in connection with a proceeding under Chapters H'3, H'4 or I'1 of the Israeli Securities Law, including reasonable legal expenses, which term includes attorney fees; and
	·	reasonable litigation expenses, including attorneys’ fees, expended by an office holder or charged to the office holder by a court, in a proceeding instituted against the office holder by the Company or on its behalf or by another person, or in a criminal charge from which the office holder was acquitted, or in a criminal proceeding in which the office holder was convicted of an offense that does not require proof of criminal intent.

Our articles of association also include provisions allowing us to undertake to indemnify an office holder as aforesaid:

in advance, provided that in respect of bullet number 1 above, the undertaking is restricted to events which our Board of Directors deems to be foreseeable in light of our actual operations at the time of the undertaking and limited to an amount or criteria determined by our Board of Directors to be reasonable under the circumstances, and further provided that such events and amounts or criteria are set forth in the undertaking to indemnify; and

retroactively.

The Israeli Companies Law provides that a company may not exempt or indemnify an office holder, or enter into an insurance contract, which would provide coverage for any monetary liability incurred as a result of any of the following:

	·	a breach by the office holder of his duty of loyalty unless, with respect to insurance coverage or indemnification, the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
	·	a breach by the office holder of his duty of care if the breach was done intentionally or recklessly (other than if solely done in negligence);
	·	any act or omission done with the intent to derive an illegal personal benefit
	·	a fine, civil fine or ransom levied on an office holder, or a financial sanction imposed upon an office holder under Israeli Law.

In addition, under the Israeli Companies Law, any exculpation of, indemnification of, or procurement of insurance coverage for, the Company's office holders must be approved by the Company's audit committee and the Company's board of directors and, if the beneficiary is a director, by the Company's shareholders. The Company's audit committee, board of directors and shareholders resolved to indemnify and exculpate the Company's office holders by providing them with indemnification agreements and approving the purchase of a directors and officers liability insurance policy. We currently maintain directors and officers liability insurance policy limited to US$10 million, at an annual premium of approximately US$ 52,000.

Item 9.

Exhibits.

(a) The following exhibits are filed herewith:

Exhibit Number		Description
2.1		Share and Warrant Purchase Agreement, dated as of April 23, 2013, by and between RADCOM Ltd. and the purchasers listed therein.

2.2		Form of Warrant – Warrant to Purchase Ordinary Shares, dated April 24, 2013.

*5.1		Opinion of Goldfarb Seligman & Co., Israeli counsel for RADCOM Ltd., as to the validity of the ordinary shares.

*23.1		Consent of Goldfarb Seligman& Co. (included in Exhibit 5.1).

*23.2		Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, independent public accounting firm.

*24.1		Powers of Attorney.

* Previously filed.

Item 10. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

(iii) to include any material information with respect to the Plan of Distribution not previously disclosed in the Registration Statement or any other material change to such information in the Registration Statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this Item 10 do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the Registration Statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to Registration Statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Rule 3-19 if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) If the registrant is relying on Rule 430B:

A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x), for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tel-Aviv, Israel, on this 27 th day of June 2013.

	RADCOM LTD.

	By:	/s/ Gilad Yehudai
	Name:	Gilad Yehudai
	Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Name	Title	Date

/s/ David Ripstein	President and	June 27, 2013
David Ripstein	Chief Executive Officer (Principal Executive Officer):

*	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	June 27, 2013
Gilad Yehudai

*	Director	June 27, 2013
Zohar Zisapel

*	Director	June 27, 2013
Uri Har

*	Director	June 27, 2013
Heli Bennun

*	Director	June 27, 2013
Irit Hillel

*	Director	June 27, 2013
Matty Karp

Authorized Representative in the United States:
RADCOM Equipment, Inc.
/s/ David Ripstein	President and	June 27, 2013
David Ripstein	Chief Executive Officer

* By: /s/ David Ripstein				June 27, 2013
Name: David Ripstein Attorney-in-fact

EXHIBIT INDEX

Exhibit Number		Description
2.1		Share and Warrant Purchase Agreement, dated as of April 23, 2013, by and between RADCOM Ltd. and the purchasers listed therein.

2.2		Form of Warrant – Warrant to Purchase Ordinary Shares, dated April 24, 2013.

*5.1		Opinion of Goldfarb Seligman & Co., Israeli counsel for RADCOM Ltd., as to the validity of the ordinary shares.

*23.1		Consent of Goldfarb Seligman& Co. (included in Exhibit 5.1).

*23.2		Consent of Kost Forer Gabbay & Kasierer, a member firm of Ernst & Young Global, independent public accounting firm.

*24.1		Powers of Attorney.

Exhibit 2.1

SHARE AND WARRANT PURCHASE AGREEMENT

This SHARE AND WARRANT PURCHASE AGREEMENT (this “ Agreement ”), dated as of April 23, 2013, by and between RADCOM LTD., an Israeli company listed on the Nasdaq Capital Market (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 0.20 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.

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

“ Filing Date ” means the 30th day following the Closing.

“ 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 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 ” means 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 Warrant 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.

“ Registration Statement ” means the initial registration statement, 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.

“ Trading Day ” means any day on which the Nasdaq Stock Market is 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 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 during the thirty (30) Trading Day period ending on the Trading Day prior to the execution date of this Agreement (“ Average Share Price ”), minus (y) a discount of 12% of the Average Share Price (the “ Purchase Price ”). Except as otherwise indicated, all references in this Agreement to “$” or “dollars” shall be to United States dollars (US$).

(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, within two Business Days from the date all conditions set forth in this Agreement have been satisfied (and solely with respect to the purchase of Shares by Mr. Zohar Zisapel, within two Business Days from the date of the Company’s shareholders’ meeting approving certain transactions described in this Agreement), or such other date as the parties agree to in writing (the “ Closing Date ”), at the offices of Goldfarb Seligman & Co., Electra Tower, 98 Yigal Alon 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 and 7.5 hereof; (B) the Purchasers shall each transfer their respective part of 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) within seven (7) Business Days from Closing, 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 : THE FIRST INTERNATIONAL BANK OF ISRAEL LTD

Branch: AVNEY HEN 126

Bank address : ABA HILEL 3 RAMAT GAN

Account Name : Radcom Ltd.

Account No : 409-122122

Swift Code : FIRBILITXXX

IBAN : IL 8703 1126 0000 0001 22122

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.

(b) Authorization; Enforcement . The Company has, subject to the Company Required Approval (which is required only for a certain portion of the transaction as described in Section 3(f) below), 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 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.

(c) Capitalization . The authorized share capital of the Company consists of 9,997,670 Ordinary Shares, of which 7,682,411 Ordinary Shares were issued and outstanding as of April 23, 2013. 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, except for restrictions imposed by or on behalf of the Purchasers for the benefit of third parties. Upon exercise of a 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 Approval, 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 2013 extraordinary meeting with respect solely to the (i) Shares to be purchased by, and (ii) grant of Warrants by the Company to, Mr. Zohar Zisapel, the Company's Chairman of the Board (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, given or made shall not be reasonably expected to have a Material Adverse Effect.

(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. As of the date of this Agreement, there are no material outstanding or unresolved comments received from the SEC or the Nasdaq Capital Market with respect to 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, 2012 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) No Commissions . 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.

(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, 5728-1968. 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.

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 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.

(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, (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. Such Purchaser shall indemnify and hold harmless the Company from and against all fees, commissions or other payments owing by the Purchaser to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person acting on behalf of the Purchaser in connection with the transactions contemplated by this Agreement.

(i) Independence of Shareholding . Except as set forth in the SEC Documents, such Purchaser is independently holding the Ordinary Shares to be purchased hereunder, as well as any other Ordinary Shares held by him, and does not cooperate or otherwise act in concert with any other shareholder/s of the Company in a manner that will cause such Purchaser to be deemed to hold his Ordinary Shares "jointly" (as such term is defined in the Israeli Companies Law – 1999) with any other shareholder/s of the Company.

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.

Promptly following the satisfaction of all of the applicable conditions in Rule 144 or in connection with sales of Shares that are otherwise permitted by the applicable securities laws, at the request of the Purchasers, the Company shall cooperate, and shall instruct its counsel to cooperate, with the Purchasers to have, and shall promptly cause, the restrictive legend pursuant to this Section ‎ 5.1(b) promptly removed from the certificates representing such Shares referred to in such written request, and be replaced with certificates which do not bear such restrictive legends.

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 its 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.

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 date which is the first Trading Day after the Company makes its first public disclosure regarding the transactions contemplated by this Agreement, 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 the Chief Scientist in the form of Exhibit 5.5 hereto, to the extent required pursuant to applicable law.

5.6 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, and for meeting its cash flow requirements.

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 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 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 three (3) 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 ”).

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.

(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.

(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) 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.

(f) 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 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.

(g) 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.

(h) 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.

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

(j) 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 seven (7) 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.

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 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.

(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 (20) 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.

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 and 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.

7.5 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 and grant the Warrants 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 . Solely with respect to the (i) purchase of Shares by, and (ii) grant of Warrants by the Company to Mr. Zohar Zisapel, the Company Required Approval shall have been obtained.

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 fiscal year 2012 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.

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 sixty (60) 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: +972-3-647-4681

Email: gilady@radcom.com

Attention: Chief Financial Officer

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

Goldfarb Seligman & Co.

Electra Tower

98 Yigal Alon Street

Tel-Aviv 6789141, Israel

Facsimile: +972-3-608-9855

Email: aaron.lampert@goldfarb.com

Attention: Aaron M. Lampert, 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; 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.

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 affect 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 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.

[Signature Pages Immediately Follow]

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

THE COMPANY :

RADCOM LTD.

By: /s/ Gilad Yehudai

Name: Gilad Yehudai

Title: CFO

THE PURCHASERS:

SUBSRIPTION AMOUNT:

/s/ Benny Bergman US$ 50,000

Benny Bergman

/s/ Zohar Gilon US$ 150,002

Zohar Gilon

/s/ Meir Moshe US$ 139,500

Meir Moshe

/s/ Abraham Neyman US$ 279,000

Abraham Neyman

Straiton Investments Ltd. US$ 613,800

By: Finsbury Corporate Services Limited

By: /s/ Bianca Daniell

Name: Bianca Daniell

Title: Director

/s/ Ouri Levy US$ 41,850

Ouri Levy

Yelin Lapidot Kupat Gemel US$ 235,119