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 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: 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) Additional abbreviations may also be used though not in the above list. 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 ------------------------------- ------------------------------- 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.