20-F









Exhibit 4.3 


AGREEMENT


          This
Agreement (the “Agreement”) is dated as of December 31, 2007, by and between
Optibase Ltd., an Israeli company (the “Company”), and the funds identified in
Schedule 1 attached hereto (the “Funds”).  


          WHEREAS,
the Funds collectively hold and desire to sell an aggregate of 629,591 ordinary
shares NIS 1.40 par value each of Scopus Video Networks Ltd. (the “Scopus Shares”);  


          WHEREAS,
the Funds desire to sell and transfer the Scopus Shares to the Company; 


          WHEREAS,
the Company desires to acquire the Scopus Shares from the Funds; and 


          WHEREAS,
the Company desires to pay an aggregate of US$ 3,903,464 to the Funds in
consideration for the Company’s acquisition of the Scopus Shares. 


          NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and the Funds agree as
follows:   


ARTICLE 1.

CLOSING


          1.1.
          Closing.
Subject to the terms and conditions set forth in this Agreement, at the closing
of the transactions (“Closing”), (i) each of the Funds shall sell and
transfer to the Company and the Company shall acquire from each of the Funds
the number of Scopus Shares set forth opposite such Fund’s name in Schedule
1; and (ii) the Company shall pay to each of the Funds the cash
consideration set forth opposite such Fund’s name in Schedule 1. The
Closing shall take place at the offices of Gross, Kleinhendler, Hodak, Berkman
& Co., One Azrieli Center, Tel Aviv, 67021 on the date hereof or at such
other time as the parties may agree. 


          1.2.          Closing
Deliveries. At the Closing, the following events and transactions shall occur,
which events and transactions shall be deemed to take place simultaneously and
no event or transaction shall be deemed to have been completed or any document
delivered until all such events and transactions have been completed and all
required documents delivered: (i) the Company shall wire transfer to each of
the Funds the cash consideration set forth opposite such Fund’s name in Schedule
1 via bank accounts provided to it in advance; and (ii) each of the Funds
shall wire via a broker account of the Company provided to it in advance such
number of Scopus Shares set forth opposite to such Fund’s name in Schedule 1.










ARTICLE 2. 

REPRESENTATIONS AND WARRANTIES


          2.1.          Representations
and Warranties of the Company. The Company hereby makes the following
representations and warranties to each of the Funds: 


                          (a)          Authorization;
Enforcement. The Company has the requisite corporate power and authority to
enter into and to consummate the transactions contemplated by this Agreement
and otherwise to carry out its obligations hereunder. The execution and
delivery of this Agreement by the Company and the consummation by it of the
transactions contemplated hereby have been duly authorized by all necessary
actions on the part of the Company and no further action is required by the
Company in connection therewith. This Agreement has been duly executed and
delivered by the Company and constitutes the valid and binding obligation of
the Company enforceable against the Company in accordance with its terms. 


                          (b)          No
Consents. No approval, consent, waiver of any governmental authority or any
other third party is necessary for the execution of this Agreement and the
consummation by the Company of the transaction contemplated hereby. 


                          (c)          Sufficiency
of Representations and Warranties. Except for the representations and
warranties expressly included in Section 2.2 below, the Company is purchasing
the Scopus Shares AS IS, without reliance on any other representations and/or
warranties made by the Funds or anyone on their behalf. 



                          (d)          Sophistication
of the Company; Financial Resources. The Company has the requisite
knowledge and experience in financial and business matters to be capable of
evaluating the merits and risks of an investment, and of investing, in Scopus
Video Networks Ltd. (“Scopus”) as contemplated by this Agreement. The Company
at the execution of this Agreement has sufficient financial resources to
consummate this Agreement and the transaction contemplated hereby.  


                          (e)          Finders’
Fees. The Company has not employed or made any agreement with any broker,
finder or similar agent or any person or firm, which will result in the
obligation of the Funds to pay any finder’s fee, brokerage fees or commission
or similar payment in connection with the transactions hereunder. 


                          (f)          Current
Holdings in Scopus. The Company currently holds 3,725,223 Ordinary Shares. 


                          (g)          No
Conflicts. The execution and delivery of this Agreement, the transfer of
the Scopus Shares to the Company and the consummation by the Company of the
transactions contemplated hereby do not and will not (i) conflict with or
violate any provision of the memorandum or articles of association of the
Company, or (ii) conflict with, or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation (with
or without notice, lapse of time or both) of, any agreement or other
understanding to which the Company is a party, or (iii) result in a violation
of any law, rule, regulation, order, judgment, injunction, decree or other
restriction of any court or governmental authority to which such Company is
subject (including securities laws and regulations). 









          2.2.          Representations
and Warranties of the Funds. Each of the Funds hereby represents and
warrants to the Company as follows: 


                          (a)          Authorization;
Enforcement. Such Fund has the requisite power and authority to enter into
and to consummate the transactions contemplated by this Agreement and otherwise
to carry out its obligations hereunder. The execution and delivery of this
Agreement by such Fund and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary actions on the
part of such Fund and no further action is required by such Fund in connection
therewith. This Agreement has been duly executed and delivered by such Fund and
constitutes the valid and binding obligation of such Fund enforceable against
such Fund in accordance with its terms. 



                          (b)          Current
Holdings in Scopus. Each of the Funds currently holds an aggregate of
Ordinary Shares as set forth opposite such Fund’s name in Schedule 1 under the
caption “No. of Shares Held Prior to Sale”.  



                          (c)          Ownership
of the Scopus Shares. Each of the Funds is, and at the Closing shall be,
the sole record and beneficial owner of the Scopus Shares held by it, free and
clear of any claim, lien, security interest, right of first refusal, preemptive
right, right of participation, any similar right to participate in the
transactions contemplated by this Agreement or with regard to the Scopus Shares
held by it or any other encumbrance or restriction whatsoever (collectively,
“Liens”). At the Closing, each of the Funds shall transfer and deliver to the
Company the Scopus Shares held and owned by it, free and clear of any and all
Liens.  


                          (d)          No
Conflicts. The execution and delivery of this Agreement, the transfer of
the Scopus Shares to the Company and the consummation by each of the Funds of
the transactions contemplated hereby do not and will not (i) conflict with or
violate any provision of the memorandum or articles of association, bylaws or
other organizational or charter documents of such Fund, or (ii) conflict with,
or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any rights of termination,
amendment, acceleration or cancellation (with or without notice, lapse of time
or both) of, any agreement or other understanding to which such Fund is a
party, or (iii) result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental
authority to which such Fund is subject (including securities laws and
regulations). No legal or administrative suit, action, arbitration or other
proceeding or governmental investigation is pending, or to such Fund’s
knowledge is threatened against such Fund, that would encumber or affect the
title or interest of the Company in or to the Scopus Shares or that would
prevent or affect the consummation of the transactions contemplates by this
Agreement or the ownership by the Company of the Scopus Shares. 


                          (e)          No
Consents. No approval, consent, waiver of any governmental authority or any
other third party is necessary for the execution of this Agreement and the
consummation by such Fund of the transaction contemplated hereby. 


                          (f)          U.S.
Securities Laws. As of the date of the Closing, such Fund is not subject to
any resale restrictions under the U.S. Securities Act of 1933, as amended with
respect to the Scopus Shares hereby sold by it. 









ARTICLE 3. 

CONDITIONS PRECEDENT TO CLOSING


          3.1.          Conditions
Precedent to the Obligations of Funds. The obligations of the Funds to
transfer the Scopus Shares at the Closing are subject to the satisfaction or
waiver by the Funds of each of the following conditions: 


                          (a)          Representations
and Warranties. The representations and warranties of the Company contained
herein shall be true and correct in all material respects as of the date when
made and as of the Closing as though made on and as of such date; 


                          (b)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction that prohibits the
consummation of any of the transactions contemplated by this Agreement; and 


                          (c)          Termination.
This Agreement shall not have been terminated in accordance with Article 4. 


          3.2.          Conditions
Precedent to the Obligations of the Company. The obligations of the Company
to acquire the Scopus Shares and transfer the consideration at the Closing are
subject to the satisfaction or waiver by the Company of each of the following
conditions: 


                          (a)          Representations
and Warranties. The representations and warranties of the Funds contained
herein shall be true and correct in all material respects as of the date when
made and as of the Closing as though made on and as of such date; 


                          (b)          No
Injunction. No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed by any
court or governmental authority of competent jurisdiction that prohibits the
consummation of any of the transactions contemplated by this Agreement; 


                          (c)          Termination.
This Agreement shall not have been terminated in accordance with Article 4. 


ARTICLE 4.


TERMINATION


This Agreement
may be terminated prior to Closing: 


                          (a)          by
written agreement of all parties hereto; or 



                          (b)          by
the Company or each of the Funds upon written notice to the other, if the
Closing shall not have taken place by 17:00, Israel local time on January 31,
2008; provided, that the right to terminate this Agreement under this
sub-section (b) shall not be available to a party whose failure to comply with
its obligations under this Agreement has been the cause of or resulted in the
failure of the Closing to occur on or before such time.  









ARTICLE 5.

MISCELLANEOUS


          5.1.          Fees
and Expenses. Each party shall pay the fees and expenses that it incurs
incident to the negotiation, preparation, execution, delivery and performance
of this Agreement. 


          5.2.          Entire
Agreement. This Agreement contains the entire understanding of the parties
with respect to the subject matter hereof and supersedes all prior agreements,
understandings, discussions and representations, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such
documents, exhibits and schedules. 


          5.3.          Amendments;
Waivers  No provision of this Agreement may be waived or amended except in
a written instrument signed by all parties. No waiver of any default with
respect to this Agreement shall be deemed to be a continuing waiver in the
future or a waiver of any subsequent default or a waiver of any other
provision, condition or requirement hereof, nor shall any delay or omission of
either party to exercise any right hereunder in any manner impair the exercise
of any such right. 


          5.4.          Successors
and Assigns; Counterparts. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. None
of the Funds may assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Company. This Agreement may be
executed in two or more counterparts, all of which when taken together shall be
considered one and the same agreement. 


          5.5.          Governing
Law. This Agreement, its performance and interpretation shall be governed
by the substantive law of the State of Israel, exclusive of its choice of law
rules. The competent courts and tribunals situated in Tel Aviv, Israel shall
have sole and exclusive jurisdiction in any dispute or controversy arising out
of or relating to this Agreement. 


          5.6.          No
Third Party Beneficiaries. This Agreement is made solely for the benefit of
the parties, and no third party shall have any right hereunder or be deemed a
beneficiary hereof. 


          5.7.          Press
Releases. The Funds undertake not to issue any press release or other
publication in respect thereof, without the prior consent of the Company, which
consent shall not be unreasonably withheld. 


          5.8.          Survival.
The representations and warranties contained herein shall survive the Closing
and the delivery of the Scopus Shares. 









          5.9.          Notices.
All notices, demands and other communications to be given and delivered under
and by reason of this Agreement shall be in writing and shall be deemed to have
been given when delivered personally to the recipient and sent to the recipient
by a reputable express courier service (charges prepaid), mailed to the
recipient by certified or registered mail, return receipt requested and postage
prepaid, or sent by telecopier. Such notices, demands and other communications
shall be sent to the Company at 2 Gav Yam Center Herzliya 46120, Israel
(telecopier number +972 (3) - 7624717, Attention: Amir Philips, and to each of
the Funds at the address (or telecopier number) set forth opposite to such Fund’s
name in Schedule 1 attached hereto or at such other address (or telecopier
number) or to the attention of such other person as a recipient party may have
specified by prior written notice to the sending party. 


[remainder of page intentionally left blank] 









          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized signatories as of the date first
indicated above. 


	
 

	
 

	
 


	
 

	
OPTIBASE
  LTD.


	
 

	
 

	
 


	
 

	
/s/ Tom Wyler


	
 

	



	
 

	
Name:

	
Tom Wyler


	
 

	
Title:

	
Chief Executive
  Officer


	
 

	
 

	
 


	
 

	
/s/ Amir Philips


	
 

	



	
 

	
Name: 

	
Amir Philips


	
 

	
Title:

	
Chief
  Financial Officer














	
 

	
 

	
 


	
 

	
PITANGO
  VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
PITANGO
  VENTURE CAPITAL FUND III (ISRAELI SUB) LP


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
PITANGO
  VENTURE CAPITAL FUND III (ISRAELI SUB) NON-Q LP


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
PITANGO
  PARALLEL INVESTOR FUND III (ISRAEL), LP


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner














	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
PITANGO
  PRINCIPALS FUND III (ISRAEL) LP


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
PITANGO
  VENTURE CAPITAL FUND III TRUSTS 2000 LTD.


	
 

	
 

	
 


	
 

	
/s/ Isaac Hillel


	
 

	



	
 

	
Name:

	
Isaac Hillel


	
 

	
Title:

	
Managing
  General Partner


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
/s/ Aaron Mankovski


	
 

	



	
 

	
Name:

	
Aaron
  Mankovski


	
 

	
Title:

	
Managing
  General Partner













Schedule I


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Fund

	
 

	
Address

	
 

	
No. of Shares Held by the Fund Prior to Sale

	
 

	
No. of Shares to be Sold to Optibase

	
 

	
Consideration to be Paid by Optibase at Closing to the Fund

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	



	
 


	
Pitango Venture Capital
  Fund

  III (Israeli Investors) LP

	
 

	
11 Hamenofim St., Bldg. B

  Herzliya 46725, Israel

  Attention: Daphna Cohen-Gersht

	
 

	
242,642

	
 

	
103,642

	
 

	
$

	
642,580

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital
  Fund

  III (Israeli Sub) LP

	
 

	
 

	
 

	
890,110

	
 

	
380,205

	
 

	
$

	
2,357,271

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital
  Fund

  III (Israeli Sub) Non-Q LP

	
 

	
 

	
 

	
82,286

	
 

	
35,148

	
 

	
$

	
217,918

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Parallel Investor
  Fund

  III (Israel), LP

	
 

	
 

	
 

	
164,771

	
 

	
70,381

	
 

	
$

	
436,362

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Principals Fund III

  (Israel) LP

	
 

	
 

	
 

	
31,383

	
 

	
13,405

	
 

	
$

	
83,111

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Pitango Venture Capital
  Fund

  III Trusts 2000 Ltd.

	
 

	
 

	
 

	
62,765

	
 

	
26,810

	
 

	
$

	
166,222

	
 


	
 

	
 

	
 

	
Total:  1,473,957

	
 

	
Total:  629,591 

	
 

	
Total:  $ 3,903,464