0001193125-06-140525 Sample Contracts

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”);

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Contract
Viryanet 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”).

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • June 30th, 2006 • Viryanet LTD • Services-prepackaged software

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”).

PURCHASE AGREEMENT
Purchase Agreement • June 30th, 2006 • Viryanet LTD • Services-prepackaged software • New York

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”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 30th, 2006 • Viryanet LTD • Services-prepackaged software • New York

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”).

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