<PAGE>
EXHIBIT 4.1
ORDINARY SHARES ORDINARY SHARES
VRYA [LOGO VIRYANET] SEE REVERSE FOR
CERTAIN DEFINITIONS
CUSIP M97540 10 4
ViryaNet Ltd.
INCORPORATED UNDER THE LAWS
OF THE STATE OF ISRAEL
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES,
PAR VALUE NIS 0.10 EACH, OF
VIRYANET LTD.
transferable on the books of the Corporation by the holder hereof in person or
by its duly authorized attorney upon surrender of this Certificate properly
endorsed or assigned. This Certificate and the shares represented hereby are
issued and shall be held subject to the laws of the State of Israel and the
provisions of the Memorandum of Association and Articles of Association of the
Corporation, as amended from time to time, to which the holder by acceptance
hereof assents. This Certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.
WITNESS the facsimile stamp of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
/s/ Yorem Bribing [Seal ViryaNet Ltd., /s/ Samuel I. HaCohen
----------------------- Israel] ---------------------------
CHIEF FINANCIAL OFFICER DIRECTOR AND CHIEF EXECUTIVE
OFFICER
COUNTERSIGNED AND REGISTERED:
AMERICAN STOCK TRANSFER &
TRUST COMPANY
TRANSFER AGENT AND REGISTRAR,
BY
AUTHORIZED OFFICER
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VIRYANET LTD.
The Corporation is authorized to issue more than one class of stock. Upon
written request, made by the holder of this Certificate, the Corporation will
furnish to such holder without charge a copy of the full text of the
preferences, voting powers, qualifications and special and relative rights of
the shares of each class authorized to be issued, as set forth in the Memorandum
of Association and Articles of Association, as amended from time to time.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT (D) UNIF TRF MIN ACT (D)
TEN ENT - as tenants in entireties ------------ ---------------
(Cust) (Cust)
JT TEN - as joint tenants with Custodian Custodian (until age )
right of survivorship -------------------- ---------
(Minor)
and not as tenants in under Uniform Gifts to Minors (Minor) under Uniform Transfers
common. -------
Act to Minors Act
--------------------- ----------------
(State) (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
<PAGE>
For value received, hereby sells, assigns
-------------------------
and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)
-------------------------------------------
-------------------------------------------
Ordinary Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
Attorney
to transfer the said Ordinary Shares on the books of the within named
Corporation with full power of substitution in the premises.
Dated
------------------------
X
-------------------------------
X
-------------------------------
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NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
-------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
