0000927016-02-003640 Sample Contracts

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WARRANT AGREEMENT
Warrant 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.

RECITALS
Agreement and Plan of Merger • July 15th, 2002 • Viryanet LTD • Services-prepackaged software • New York
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