NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS
Notice is hereby given that an Extraordinary Meeting of Shareholders (the "Meeting") of Radcom Ltd.
(the "Company") will be held on January 30, 2008, at 16:30PM (Israel time), at the offices of the Company, 24
Raoul Wallenberg Street, Tel Aviv, Israel, for the following purpose:
To approve the Company’s issuance of Ordinary Shares, NIS 0.05 nominal value per share, of
the Company (the “Ordinary Shares” and the “Transaction”, respectively), to accredited investors
(including, without limitation, Mr. Zohar Zisapel and/or entities controlled by him and/or members
of his family, who are “controlling shareholders” of the Company for the purpose of Section 268
of the Israeli Companies Law, 5759-1999 (the “Companies Law”), and including Mr. Zohar
Gilon, a director of the Company and his son, Mr. Amit Gilon) approved by the audit committee
and the board of directors of the Company, as well as the grant by the Company to such
accredited investors of warrants to purchase one Ordinary Share per three Ordinary Shares
issued (the “Warrants”).
Further, to approve, pursuant to Section 328(b)(1) of the Companies Law, that Mr. Zohar
Zisapel will hold following the consummation of the Transaction shares representing more than
25% of the voting power of the shareholders of the Company.
As described above, Mr. Zohar Zisapel and his brother Mr. Yehuda Zisapel, shareholders of the
Company who are “controlling shareholders” of the Company for the purpose of Section 268 of the Companies
Law, have a personal interest in the Transaction (Mr. Yehuda Zisapel is deemed to have a personal interest in the
Transaction by virtue of the participation of his brother, Mr. Zohar Zisapel, in the Transaction). As a result, the
Transaction requires approval by a majority of the voting rights in person or by proxy and voting thereon (the
“Voting Rights”) at the Meeting including at least