EXECUTION COUNTERPART LEASE AGREEMENT 400 Northwinds Center West, Alpharetta, Georgia by and between NORTHWINDS CENTER, L.P., a Georgia limited partnershipLease Agreement • July 15th, 2002 • Viryanet LTD • Services-prepackaged software • Georgia
WARRANT AGREEMENTWarrant Agreement • July 15th, 2002 • Viryanet LTD • Services-prepackaged software
Issue: GE is hereby issued a warrant (the "Warrant") to purchase 649,604 Ordinary Shares of the Company, subject to the adjustment below. In the event that at the Second Closing of the Agreement and Plan of Merger (the "Merger Agreement") which is intended to be executed among the Company, iMedeon, Inc., ViryaNet Acquisition Inc. and the stockholders identified in such agreement, the Company shall issue Additional Consideration Shares, then the Warrant shall be adjusted and shall entitle GE to purchase 672,230 Ordinary Shares of the Company. The terms Second Closing and Additional Consideration Shares shall have the meanings ascribed to such terms in the Merger Agreement.
a) True and correct copies of resolutions of the Company's Board of Directors (the "Board Resolutions") (i) authorizing the execution of the Agreement, the Registration Rights Agreement and the Lock-up Agreement (collectively, the "Transaction...Share Purchase Agreement • August 7th, 2003 • Viryanet LTD • Services-prepackaged software
Exhibit 10.14 ------------- AGREEMENT OF LEASE ------------------ Made and entered into on the 30th day of October, 1997Lease Agreement • August 3rd, 2000 • Viryanet LTD • Services-prepackaged software
WARRANTViryanet LTD • August 3rd, 2000 • Services-prepackaged software
Exhibit (d)(17) --------------- NON QUALIFIED STOCK OPTION AGREEMENT To: (Name) WHEREAS You were granted on, or about, _____________ (the "Date of Grant"), certain options to purchase shares of ViryaNet Ltd. or any subsidiary thereof (the "Company")...Non Qualified Stock Option Agreement • August 6th, 2001 • Viryanet LTD • Services-prepackaged software
Exhibit (d)(11) --------------- INCENTIVE STOCK OPTION AGREEMENT To: (NAME) WHEREAS The employee was granted on, or about, _____________ (the "Date of Grant") certain options (the "Options") to purchase shares of ViryaNet Ltd. (the "Company") pursuant...Incentive Stock Option Agreement • August 6th, 2001 • Viryanet LTD • Services-prepackaged software
EXHIBIT 1.1 VIRYANET LTD. __________ Ordinary Shares 1 UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • August 3rd, 2000 • Viryanet LTD • Services-prepackaged software • New York
Exhibit 10.5 ------------ THE 2000 AMENDMENT AND RESTATEMENT TO INVESTORS RIGHTS AGREEMENT ========================== THIS 2000 AMENDMENT AND RESTATEMENT (hereinafter the "Agreement") to the Amendment and Restatement to the Investors Rights Agreement...Viryanet LTD • August 3rd, 2000 • Services-prepackaged software
Exhibit 2 REGISTRATION RIGHTS AGREEMENT ----------------------------- THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made as of the 4th day of August 2003, by and among ViryaNet Ltd., a company organized under the laws of the State of Israel...Registration Rights Agreement • August 7th, 2003 • Viryanet LTD • Services-prepackaged software • New York
RECITALS --------Lock-Up Agreement • August 7th, 2003 • Viryanet LTD • Services-prepackaged software • New York
Exhibit 4.(A)8 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...Viryanet LTD • July 15th, 2002 • Services-prepackaged software
Exhibit 4.(B)2 [English Summary Translation of a Lease Agreement Dated the 4th of July, 2002] Lease Agreement (hereinafter: the "New Agreement") Entered into and signed in Jerusalem on the 4th of July, 2002 Between: Kaps-Pharma Ltd. of 24 Raul...Viryanet LTD • July 15th, 2002 • Services-prepackaged software
Exhibit (d)(2) -------------- INCENTIVE STOCK OPTION AGREEMENT TO: WHEREAS You were granted on, or about, _____________ (the "Date of Grant"), certain options to purchase shares of ViryaNet Ltd. (the "Company") pursuant to the terms and conditions...Viryanet LTD • August 6th, 2001 • Services-prepackaged software
ARTICLE I --------- REFERENCE DATA 1.1 Subjects referred to: -------------------- Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1.1:Viryanet LTD • August 3rd, 2000 • Services-prepackaged software • Massachusetts
WARRANTViryanet LTD • August 3rd, 2000 • Services-prepackaged software
ARTICLE I --------- REFERENCE DATA 1.1 Subjects referred to: -------------------- Each reference in this Lease to any of the following subjects shall be construed to incorporate the data stated for that subject in this Section 1.1:Viryanet LTD • August 25th, 2000 • Services-prepackaged software • Massachusetts
Exhibit (d)(10) --------------- INCENTIVE STOCK OPTION AGREEMENT To: (NAME) WHEREAS You were granted on, or about, __________ (the "Date of Grant"), certain options to purchase shares of ViryaNet Ltd. (the "Company") pursuant to the terms and...Incentive Stock Option Agreement • August 6th, 2001 • Viryanet LTD • Services-prepackaged software
Exhibit 10.8 ------------ WARRANTViryanet LTD • August 3rd, 2000 • Services-prepackaged software
RECITALSAgreement and Plan of Merger • July 15th, 2002 • Viryanet LTD • Services-prepackaged software • New York
ContractViryanet LTD • July 15th, 2005 • Services-prepackaged software
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.
2.2. The indemnification undertaking made by the Company shall be only with respect such events described in Exhibit A hereto. The maximum amount --------- payable by the Company under this Agreement for each event described in Exhibit A shall be as...Director and Officer Indemnity Agreement • August 25th, 2000 • Viryanet LTD • Services-prepackaged software
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2005 • Viryanet LTD • Services-prepackaged software
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”)
WARRANT to Purchase up to an Aggregate of ______ Series C-2 Convertible Preferred Shares (Subject to Adjustment) of R.T.S. Software Ltd. at U.S. $5.75 per share ----Viryanet LTD • August 3rd, 2000 • Services-prepackaged software
Amendment and Revision of the Lease Entered into and signed on the date of 18/11/08Viryanet LTD • October 30th, 2009 • Services-prepackaged software
SECOND AMENDMENT AND EXTENSION OF LEASEExtension of Lease • September 29th, 2008 • Viryanet LTD • Services-prepackaged software
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”).
SUBSCRIPTION AGREEMENTSubscription 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”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • July 15th, 2003 • Viryanet LTD • Services-prepackaged software • Georgia
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “First Amendment”) is made and entered into as of the 10th day of June, 2003, by and between THREE AND 400 NORTHWINDS CENTER, L.P., a Georgia limited partnership (“Landlord”), and VIRYANET, INC., a Delaware corporation (“Tenant”).
Written Amendment of the Covenant Letter from 14/03/2005. Which was held and signed on December 22, 2005.Viryanet LTD • June 30th, 2006 • Services-prepackaged software
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”);
ContractViryanet LTD • June 30th, 2006 • Services-prepackaged software
This letter sets forth the mutual agreement between ViryaNet Limited (“Company”) and LibertyView Special Opportunities Fund, LP (“LibertyView”) in connection with the partial conversion of an Amended and Restated 7 1/2% Convertible Note in the amount of US$2,500,000 (the “Note Amount”) dated August 5, 2005 (the “Note”).
REGISTRATION RIGHTS AGREEMENTRegistration 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”).
AMENDMENT NUMBER 1 TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 15th, 2005 • Viryanet LTD • Services-prepackaged software • New York
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”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 15th, 2011 • Viryanet LTD • Services-prepackaged software
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”).
To: Bank Hapoalim Ltd. Date: March 14, 2005Viryanet LTD • July 15th, 2005 • Services-prepackaged software
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;
ContractViryanet LTD • April 15th, 2004 • Services-prepackaged software • Massachusetts
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.
