Registration of the Warrant Shares Clause Samples

Registration of the Warrant Shares. The Company shall register the Warrant Shares pursuant to the terms of the Registration Rights Agreement of even date herewith between the Company and the Holder. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

Registration of the Warrant Shares. In the event any of the Warrants remain unexercised at such time as the Company becomes ineligible to issue the Warrant Shares pursuant to the existing Registration Statement because the Company is then not eligible for use of Form S-3 for primary issuances, the Company shall file a post-effective amendment to the existing Registration Statement on Form S-1 for the primary issuance of such shares (the “Post-Effective Amendment”) within thirty (30) days of the first date upon which the Company is ineligible to use its existing Registration Statement and to use its best efforts to cause such Post-Effective Amendment to be declared effective by the Commission within one-hundred twenty (120) days of its filing. The Company shall use its best efforts to keep the Registration Statement, and the Post-Effective Amendment, if applicable, current, effective, available for the sale of the Warrant Shares and free from any material misstatement or omission to state a material fact for a period not exceeding the earlier of (i) the fifth anniversary of the Closing Date or (ii) the date on which the original Purchasers may sell all Shares and Warrant Shares without restriction by the holding period of Rule 144(d) and the volume limitations of Rule 144(e) (provided that the Purchaser or Purchasers are not “affiliates” of the Company within the meaning and application of Rule 144).

Registration of the Warrant Shares. The Company shall include the Warrant Shares which may be issued upon exercise of this Warrant in the first Registration Statement (whether on Form F-1 or Form F-3) to become effective after the Effective Date, if and when such Registration Statement becomes effective. Dated: October 30, 2003 VIRYANET LTD. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Chairman of the Board 1. The undersigned hereby elects to purchase shares of Ordinary Shares of , pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price for such shares in full. 2. In exercising this Warrant, the undersigned hereby confirms and acknowledges that the shares of Ordinary Shares are being acquired solely for the account of the undersigned and not as a nominee for any other party, or for investment, and that the undersigned will not offer, sell or otherwise dispose of any such shares of Ordinary Shares except under circumstances that will not result in a violation of the Securities Act of 1933, as amended, or any state securities laws. 3. Please issue a certificate representing said shares of Ordinary Shares in the name of the undersigned. 4. Please issue a new Warrant for the unexercised portion of the attached Warrant in the name of the undersigned.

Registration of the Warrant Shares. The Company shall include the Warrant Shares which may be issued upon exercise of this Warrant in the first Registration Statement (whether on Form F-1 or Form F-3) to become effective after the Effective Date, if and when such Registration Statement becomes effective.

Registration of the Warrant Shares. Promptly upon payment of the Satisfaction Amount, HA-LO shall use all reasonable efforts to effect the registration of the Warrant Shares under the Securities Act of 1933 (the "Securities Act") by performing the following: (a) The registration shall be effective through an S-3 Registration Statement (or such other applicable form) ("Registration Statement") covering the Warrant Shares and filed with the Securities and Exchange Commission ("Commission"). HA-LO shall cause each Registration Statement to become and remain effective for a period of five (5) years from the effectiveness thereof. (b) HA-LO shall identify and cause there to be provided at all times to the Holders (as such term is defined in the Warrants) a transfer agent for all of the Warrants Shares required to be registered under this Agreement. (c) HA-LO shall provide, or cause there to be provided, such certificates, instruments and any other documents required under the Securities Act requested by the Commission in connection with the sale by any Holder of Warrant Shares covered by a Registration Statement or otherwise necessary or reasonably required in connection with or to facilitate the sale of Warrant Shares in accordance with this Agreement. (d) HA-LO shall file with the appropriate stock exchange or trading system a notification form for the listing of additional shares with respect to the Warrant Shares at the time and in the manner required by such exchange. (e) HA-LO shall prepare and file with the Commission such required amendments and supplements to the Registration Statement as may be necessary to update and keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale of the Warrant Shares; provided, however, that nothing herein shall require HA-LO to disclose any confidential information concerning its business, results of operations or contemplated activities not otherwise required to be disclosed so long as the period of time during which updating is required in order to permit sale of Warrant Shares but not effected shall not exceed 90 days in any calendar year. (f) All expenses incurred by HA-LO and effecting the registration pursuant to this Agreement, including without limitation all registration and filing fees with any governmental entity, printing expenses and fees and disbursements of counsel for HA-LO shall be paid by and be the sole obligation of HA-LO. All selling commissions applicable to sales of Wa...

Registration of the Warrant Shares. The Company shall, at its expense, (a) within forty five (45) days after the Closing, file a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) with respect to the resale of the Warrant Shares issuable upon the exercise of the Warrants and (b) use its commercially reasonable efforts to cause the Commission to declare the Registration Statement effective within ninety (90) days after the Closing. Notwithstanding anything herein to the contrary, no Warrants may be exercised and no Warrant Shares issuable upon exercise may be transferred prior to the effectiveness of the Registration Statement.

Registration of the Warrant Shares. The holders of the Warrant Shares shall have the right to require the Company to register the Warrant Shares to the extent set forth in Section 3 hereof, provided that the limitations contained in Section 3(b) shall not be applicable; provided that the Company shall not be obligated to register any Warrant Shares pursuant to this Section 5 after the 12th anniversary of the date hereof.

Registration of the Warrant Shares. The Company agrees to register the Warrant Shares for resale in accordance with the terms and conditions of the Registration Rights Agreement. Regardless of whether the Company registers the resale of the Common Stock, the Company will, upon the presentation of an opinion (in form and substance reasonably satisfactory to the Company) of counsel to a Purchaser, allow such Purchaser to offer and sell the Shares and the Warrant Shares in reliance on the provisions of Rule 144 or other exemption from the registration provisions of state or federal law, at the option of the Purchaser.

Registration of the Warrant Shares. (a) The Company shall prepare and, not later than 150 days following the Issue Date, shall file with the Commission, a Common Shelf Registration Statement. (b) The Company shall use commercially reasonable efforts to cause the Common Shelf Registration Statement to be declared effective under the Securities Act within 225 days of the Issue Date and keep the Common Shelf Registration Statement (or a successor Registration Statement thereto) continuously effective for a period of three years from the Issue Date or such shorter period that will terminate when all the Warrant Shares covered by the Common Shelf Registration Statement have been sold pursuant to such Statement (in any such case, such period being called the "Common Shelf Registration Period").