Viryanet Ltd Sample Contracts

Viryanet Ltd – Whereas You are about to grant to us, according to our request, credits, loans and other banking services; and Whereas You requested, among other things, that we give you our undertaking as set forth below, which refers to the adjusted financial statements of the Company; (July 3rd, 2014)
Viryanet Ltd – Mecantile Discount Bank Ltd. Meitar Branch 603 Tel: 076-8060300 Fax: 08-6512501 (July 3rd, 2014)

As per your request I hereby notify you that upon completion of the examination of the account documents, at your disposal in account number 28995 in the name of Viryanet Ltd., in the Meitar Branch will be a credit framework as follows:

Viryanet Ltd – AMENDED AND RESTATED 7 1/2% CONVERTIBLE NOTE (April 29th, 2013)

WHEREAS, the Company has issued to the Holder, as such terms are defined herein, a 7 1/2% Convertible Note, dated August 5, 2005 (the “Existing Note”), in the aggregate principal amount of Four Hundred Eighty Thousand United States Dollars (US$480,000); and

Viryanet Ltd – Re: Viryanet Ltd. (April 29th, 2013)

Whereas: On the 14th of March 2005 you signed an irrevocable letter of undertaking towards Bank Hapoalim Ltd. (hereinafter the “Bank”) which was amended on the 22nd of December 2005 and on the 29th of August 2007 (jointly and severally: the “Letters of Undertaking”);

Viryanet Ltd – Account Number MS-20(1) XXXX Name of Borrower Address and Postal Code Telephone Number Identity / Corporation Number Viryanet Ltd. 8 HaMarpe Jerusalem 91450 5841025 511281354 (May 14th, 2012)

Without derogating from the rights of the Bank pursuant to this letter of undertaking and/or pursuant to any other document and/or form that the Borrower has signed and/or shall sign and/or pursuant to any law – the Borrower is aware that whenever it becomes clear that on any maturity date there is no credit balance, or unused line of credit, credited to the debit account, equal to the full debit amount on account of the loan – the Bank is permitted not to execute the

Viryanet Ltd – OTSAR HA-HAYAL Name of clerk: FIBI GROUP Shift: Page: Time: : Name of customer: VIRYANET LTD. To Account no.: XXXX Date 6.7.11 Bank Otsar Ha-Hayal Ltd. Loan no.: 108 Branch Central - 357 (May 14th, 2012)

Within the framework of the general conditions for account management and the general conditions for loans in Israeli currency and in foreign currency (hereinafter: “the general conditions”), which were signed by us and subject to the terms thereof, we request that you provide us with a loan in New Israeli Shekels as specified hereinafter:

Viryanet Ltd – SHARE PURCHASE AGREEMENT (July 15th, 2011)

This Agreement (this “Agreement”) is entered into as of June 30, 2011 (the “Effective Date”) by and between ViryaNet Ltd., with offices at 8 HaMarpe St., Har Hotzvim P.O. Box 45041, Jerusalem 91450, Israel (the “Company”), and Jerusalem Technology Investments Ltd., with offices at Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co. One Azrieli Center (Round Building) Tel Aviv 67021, Israel (the “Investor”).

Viryanet Ltd – AGREEMENT OF LEASE (July 15th, 2011)

AGREEMENT OF LEASE made as of the 6th day of January, 2011, by and between TR TURNPIKE CORP., a Delaware corporation (hereinafter referred to as “Landlord”) and VIRYANET, INC., a Delaware corporation (hereinafter referred to as “Tenant”)

Viryanet Ltd – Amendment and Revision of the Lease Entered into and signed on the date of 18/11/08 (October 30th, 2009)
Viryanet Ltd – SECOND AMENDMENT AND EXTENSION OF LEASE (September 29th, 2008)

THIS SECOND AMENDMENT AND EXTENSION OF LEASE (“Amendment”) is made as of the day of January, 2008 by and between FIRMIN JOINT VENTURE LLC, a Delaware limited liability company having an address at 2 Willow Street, Southborough, MA. (the “Landlord”) and VIRYANET, INC., a Delaware corporation having a mailing address of Two Willow Street, Southborough, Massachusetts (the “Tenant”).

Viryanet Ltd – THE COMPANIES LAW- 1999 A COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION OF VIRYANET LTD. PRELIMINARY (September 29th, 2008)
Viryanet Ltd – SHARE PURCHASE AGREEMENT (September 29th, 2008)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of December 19, 2007 (the “Effective Date”), by and among ViryaNet Ltd., a company organized under the laws of the State of Israel (the “Company”), Lewis Opportunity Fund LP and LAM Opportunity Fund Ltd (each, a “Purchaser”, and collectively, the “Purchasers”).

Viryanet Ltd – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (September 29th, 2008)

We consent to the incorporation by reference in the following Registration Statements of ViryaNet Ltd. and its subsidiaries (the “Company”):

Viryanet Ltd – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (August 29th, 2007)
Viryanet Ltd – Bank Hapoalim Main Management Industry & Local Authorities Sector Telephone: 03-5673021 Fax: 03-5672995 Date: August 29, 2007 To: ViryaNet Ltd. Dear Sir or Madam, (August 29th, 2007)

Whereas on March 14, 2005 your company signed an irrevocable letter of undertaking towards us, which was amended on December 22, 2005 (hereinafter, jointly: the “Letter of Undertaking”), with respect to the amounts which your company owes and/or will owe the bank in connection with the banking services provided and/or to be provided to it by us and/or in connection with the guarantees signed and/or to be signed by it as security for debts and obligations of other entities to us (hereinafter: the “said Amounts”); and

Viryanet Ltd – PURCHASE AGREEMENT (June 30th, 2006)

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 5th day of August, 2005 by and among ViryaNet Ltd., an Israeli corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Viryanet Ltd – Written Amendment of the Covenant Letter from 14/03/2005. Which was held and signed on December 22, 2005. (June 30th, 2006)

WHEREAS on the 14/03/2005 the Company signed a covenant letter in the favor of the Bank regarding credit and other bank services which the Company has received and/or shall receive from the bank (hereinafter – “covenant letter”);

Viryanet Ltd – VIRYANET LTD. 2005 INTERNATIONAL SHARE OPTION AND RESTRICTED SHARE INCENTIVE PLAN (June 30th, 2006)
Viryanet Ltd – SUBSCRIPTION AGREEMENT (June 30th, 2006)

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of September , 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”).

Viryanet Ltd – CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (June 30th, 2006)
Viryanet Ltd – SHARE PURCHASE AGREEMENT (June 30th, 2006)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of May 5, 2006 (the “Effective Date”), by and among ViryaNet Ltd., a company organized under the laws of the State of Israel (the “Company”), C.E. Unterberg, Towbin, LLC Telvent Investments SL, FBR Infinity II Ventures (Israel) LP, FBR Infinity II Ventures LP, and FBR Infinity II Ventures (Erisa) LP (each, a “Purchaser”, and collectively, the “Purchasers”).

Viryanet Ltd – VIRYANET LTD. 2005 ISRAELI SHARE OPTION AND RESTRICTED SHARE INCENTIVE PLAN (June 30th, 2006)
Viryanet Ltd – REGISTRATION RIGHTS AGREEMENT (December 22nd, 2005)

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 Ltd – SUBSCRIPTION AGREEMENT (December 22nd, 2005)

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”).

Viryanet Ltd – To: Bank Hapoalim Ltd. Date: March 14, 2005 (July 15th, 2005)

Whereas we have received and/or may receive from time to time from Bank Hapoalim Ltd. (the “Bank”) and third parties have received and/or may receive from time to time from the Bank against the receipt of a guarantee and/or indemnification by us, credit, documentary credit, various loans, overdrafts in a checking account, debt returnable account, or in any other account, indemnity letters and any guaranties on behalf of us and/or third parties or for others according to our request and/or according to the request of third parties, discount of bills, grant of various extensions and other banking services (jointly and severally the “Banking Services”), upon the conditions agreed and/or to be agreed upon, from time to time regarding any Banking Service as mentioned above;

Viryanet Ltd – AGREEMENT AND PLAN OF MERGER (July 15th, 2005)

AGREEMENT AND PLAN OF MERGER (together will all Schedules hereto, the “Agreement”), dated as of July 9, 2004 (the “Execution Date”), among Utility Partners, Inc., a Delaware corporation (the “Company”), ViryaNet Ltd., an Israeli company (“Parent”) and ViryaNet Acquisition, Inc. (“Merger Sub”), a Delaware corporation and a subsidiary of ViryaNet, Inc., the US subsidiary of Parent. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Annex I attached hereto.

Viryanet Ltd – NOTE PURCHASE AGREEMENT (July 15th, 2005)

THIS NOTE PURCHASE AGREEMENT (“Agreement”) is made as of the 27 day of July, 2004 by and among ViryaNet Ltd., an Israeli corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

Viryanet Ltd – Contract (July 15th, 2005)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

Viryanet Ltd – SHARE PURCHASE AGREEMENT (July 15th, 2005)

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of February 7, 2005, by and among ViryaNet Ltd., a company organized under the laws of the State of Israel (the “Company”) and Telvent Investments, S.L., a company organized under the laws of Spain (the “Purchaser”)

Viryanet Ltd – AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT (July 15th, 2005)

THIS AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENT (the “Amendment”) is made as of the [ ]th day of June 2005 by and between ViryaNet Limited, an Israeli limited liability Company (“Parent”) and ViryaNet PTY Ltd., an Australian limited liability company wholly owned (either directly or indirectly by Parent) (“Buyer”) on one side and Mr. Mark Hosking, an Australian resident (“Hosking”), Hosking Family Trust, an Australian Family Trust (“HFT”), e-Wise Unit Trust, an Australian trading unit trust conducting business under a registered trading name “e-Wise Solutions” (“e-Wise”) and e-Wise Holdings Pty Ltd. an Australian limited liability company (“e-Wise Holdings” and collectively with Hosking, HFT and e-Wise, the “Sellers”). Buyer, Parent and each one of the Sellers are each referred to herein as a “Party” and collectively as the “Parties”.

Viryanet Ltd – Contract (April 15th, 2004)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

Viryanet Ltd – Contract (April 15th, 2004)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

Viryanet Ltd – Contract (April 15th, 2004)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

Viryanet Ltd – Contract (April 15th, 2004)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

Viryanet Ltd – Contract (April 15th, 2004)

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.