ContractWarrant Agreement • July 15th, 2005 • Viryanet LTD • 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.
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”)
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”.
To: Bank Hapoalim Ltd. Date: March 14, 2005Irrevocable Covenants • July 15th, 2005 • Viryanet LTD • 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;
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 15th, 2005 • Viryanet LTD • Services-prepackaged software • Delaware
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.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • July 15th, 2005 • Viryanet LTD • Services-prepackaged software • New York
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”).
