0001178913-07-001271 Sample Contracts

Contract
Endorsement and Transfer of Rights Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

Endorsement and Transfer of Rights Agreement by and between Nortel Networks (Sales and Marketing) Ltd Israel (“Lessee”) and AudioCodes Ltd. (“AudioCodes”) dated March 29, 2007 (“Endorsement Agreement”), pursuant to which Lessee transferred to AudioCodes its rights and obligations under a lease agreement with Airport Campus Ltd (“Lessor”) regarding a building in “Airport City” (Modiin municipal area as further detailed in the Agreement) together with two sublease agreements as further detailed hereinafter:

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AMENDMENT #7 (File # 011449-7; Nortel CRB # 637) To OEM PURCHASE, SALE AND SUPPORT AGREEMENT (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase, Sale and Support Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment No. 7 to the OEM Purchase, Sale and Support Agreement by and between Nortel Networks Limited, a Canada corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada L6T 5P6 (“Nortel Networks”) and AudioCodes Ltd., an Israeli corporation with offices located at 4 HaHoresh Street, 56470 Yehud, Israel (Seller), will be effective as of December 15, 2006.

AMENDED AND RESTATED SECOND OPTION AGREEMENT
Second Option Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This AMENDED AND RESTATED SECOND OPTION AGREEMENT (the "Agreement"), dated as of October 9, 2006, is made by and among CTI SQUARED LTD., a company incorporated under the laws of Israel (“CTI”), AUDIOCODES LTD., a company incorporated under the laws of Israel (“AudioCodes”) and each of the persons listed on Schedule A hereto and Schedule B hereto (collectively, the “Shareholders”).

SERIES E PREFERRED SHARE PURCHASE AGREEMENT among CTI SQUARED LTD. (the “Company”) and AUDIOCODES LTD. (the “Purchaser”) Dated as of November 13, 2005
Series E Preferred Share Purchase Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

This Series E Preferred Share Purchase Agreement dated as of November 13, 2005 (the “Agreement”) by and among CTI Squared Ltd., a company organized under the laws of Israel (the “Company”), and AudioCodes Ltd., a company organized under the laws of Israel (“Purchaser”):

Building and Tenancy Lease Agreement, dated May 11, 2007, by and between Airport City Ltd. ("Lessor") and AudioCodes Ltd. ("AudioCodes").
Building and Tenancy Lease Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus

Agreement regarding the building and lease of a new building for AudioCodes in “Airport City” (Modiin municipal area as further detailed in the agreement).

AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2006 AMONG AUDIOCODES LTD, AUDIOCODES, INC., VIOLET ACQUISITION CORP., NETRAKE CORPORATION AND WILL KOHLER, AS SELLERS’ REPRESENTATIVE
Merger Agreement • June 27th, 2007 • Audiocodes LTD • Telephone & telegraph apparatus • New York

AGREEMENT AND PLAN OF MERGER dated as of July 6, 2006 (this “Agreement”), among AUDIOCODES LTD., a company organized under the laws of the State of Israel (“Audiocodes”) , Audiocodes Inc., a Delaware Corporation (“Parent”), VIOLET ACQUISITION CORP., a Delaware corporation (“Merger Sub”), NETRAKE CORPORATION, a Delaware corporation (the “Company”) and WILL KOHLER, as Sellers’ Representative.

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