Exhibit 4.(A)9
WARRANT AGREEMENT
Dated as of February 21, 2002
Issuer: ViryaNet Ltd. (the "Company")
Holder: GE Capital Equity Investments, Inc. ("GEE"), GE
Network Solutions ("GENS"), or its affiliates
(collectively "GE").
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.
Exercise Price: o The exercise price per each Ordinary Share shall be
$US0.515.
Exercise Price o In the event that the Company issues its Ordinary
Adjustment: Shares in a single or series of related capital raising
transaction of $3MM or greater for a price per Ordinary
Share which is lower than the exercise price (the
"Reduced Price") of the Warrant, then the exercise price
will be adjusted to be equal to the Reduced Price. For
the avoidance of doubt, it is understood that the above
adjustment shall be a one-time adjustment and that the
exercise price will not be subject to further
adjustments following the above adjustment. Adjustments
will also be made for any stock dividends, splits,
combinations or the like.
Method of Exercise: o At the discretion of GE, either an exercise for cash
or an exercise by way of a "cashless exercise"
mechanism.
Term of Warrant o Warrant is exercisable immediately upon issuance, in
one or more parts.
o Warrant shall be exercisable for a period of three
(3) years from the date hereof.
o Warrant shall survive a sale of the Company.
Treatment of Dividends: Warrant holder shall be entitled to receive dividends
issued (if issued) in respect of the Ordinary Shares of
the Company on an as exercised basis.
Information Rights: Warrant holder shall have the right to receive all
public financial information relating to the Company
as it becomes available to the public.
Registration Rights: The Ordinary Shares to which the Warrant may be
exercised shall be deemed to be "Registrable Securities"
under the Registration Rights Agreement to be entered
into upon the closing of a Merger Agreement and shall be
subject to the lock-up set forth in the Merger Agreement
Fees and Expenses: Each party to pay own fees and expenses in connection
with the transaction.
Confidentiality: This Warrant Agreement shall not be disclosed publicly
or privately without the prior written consent of both
parties except to the extent required by law.
Governing Law: New York.
Binding Effect: This Warrant Agreement shall be binding upon the
parties and in full force and effect as of the date
hereof. Without derogating from the above, the
parties undertake to negotiate in good faith a more
detailed form of warrant based upon the draft provided
to the Company provided by GE containing the terms of
this Warrant Agreement, which will replace this
Warrant Agreement, and shall take best efforts to
complete such negotiation and sign such warrant by
February 28, 2002.
IN WITNESS HEREOF, the parties have signed this Warrant Agreement as of February
21, 2002:
------------------- --------------------
ViryaNet, Limited GE Capital Equity Investments, Inc.
By:_____________ By:_____________
Its:______________ Its:____________
