0001193125-05-247669 Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 22nd, 2005 • Viryanet LTD • Services-prepackaged software • New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September 26, 2005, by and among Viryanet Ltd., a corporation organized under the laws of the State of Israel (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2005 • Viryanet LTD • Services-prepackaged software • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 5th day of August, 2005 by and among ViryaNet Ltd., an Israeli corporation (the “Company”), and the “Investors” named in that certain Note Purchase Agreement by and among the Company and the Investors (the “Purchase Agreement”).

ViryaNet letterhead] Mr. Meiri Alterman Bank Hapoalim Limited
Viryanet LTD • December 22nd, 2005 • Services-prepackaged software
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