0001086434-04-000022 Sample Contracts

AMENDMENT #1 TO OEM PURCHASE AND SALE AGREEMENT NO. 011449 (“Agreement”) BETWEEN SELLER CORPORATION AND NORTEL NETWORKS LIMITED
Oem Purchase and Sale Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus

This Amendment #1 to OEM Purchase and Sale Agreement No. 011449 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 May 1, 2003 ("Exhibit A-3 Effective Date"),

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SUBJECT TO CORPORATE AND LEGAL APPROVAL
Oem Purchase and Sale Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus • New York

This OEM PURCHASE AND SALE AGREEMENT No. 011449, including exhibits, (Agreement) is entered into on April 28, 2003, (Effective Date) between Nortel Networks Limited, a Canada corporation with offices located at

STOCK PURCHASE AGREEMENT By and among AUDIOCODES LTD., AUDIOCODES INC., AI- LOGIX INC. and AI TECHNOLOGY N.V. Dated as of May 12, 2004 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus • New York

STOCK PURCHASE AGREEMENT dated as of May 12, 2004 by and among AUDIOCODES LTD., a public company organized under the laws of the State of Israel ("AudioCodes"), AUDIOCODES INC., a corporation organized under the laws of the State of Delaware ("Purchaser"), AI-LOGIX INC., a corporation organized under the laws of the State of Delaware ("Company") and AI TECHNOLOGY N.V., a company organized under the laws of The Netherlands (the "Seller"), referred to collectively as "the parties".

REGISTRATION RIGHTS AGREEMENT BETWEEN AUDIOCODES LTD. AND AI TECHNOLOGIES N.V. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 30th, 2004 • Audiocodes LTD • Telephone & telegraph apparatus

This REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered this 12th day of May, 2004 (the “Effective Date”) by and between AudioCodes Ltd. (company No. 52-004413-2) a company duly organized under the laws of the State of Israel with registered offices at PO Box 255, Ben Gurion Airport 70100 Israel, Israel ("AudioCodes") and AI Technologies N.V., a company duly organized under the laws of The Netherlands with offices at Strawinskylaan 3107, Amsterdam ("AT").

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