20-F









Exhibit 4.4 


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 331,547 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$ 2,055,592 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; (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;
and (iii) each of the Funds and the Company shall deliver a signed Form of
Assignment in the form attached hereto as Annex I pursuant to which the
Company agrees to be bound by the terms of that certain Registration Rights
Agreement dated August 4, 2003 by and between Scopus Video Networks Ltd. (“Scopus”)
and the individuals and entities identified in Schedule 1 attached thereto and
Genesis Fund assigns its registration rights under such agreement to the
Company.









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
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














	
 

	
 

	
 

	
 


	
 

	
GENESIS
 PARTNERS II LDC


	
 

	
 

	
 

	
 


	
 

	
/s/ Dr. Eyal Kishon

	
 


	
 

	


	
 


	
 

	
Name:

	
Dr Eyal
 Kishon


	
 

	
Title: 

	
Founder
 & managing Partner


	
 

	
 

	
 

	
 


	
 

	
GENESIS
 PARTNERS II (ISRAEL) LP


	
 

	
 

	
 

	
 


	
 

	
/s/ Dr. Eyal Kishon

	
 


	
 

	


	
 


	
 

	
Name: 

	
Dr Eyal
 Kishon


	
 

	
Title: 

	
Founder
 & managing Partner













Annex I


Form of Assignment


ASSIGNMENT OF REGISTRATION RIGHTS


          Reference
is hereby made to that certain Registration Rights Agreement dated August 4,
2003 by and between Scopus Video Networks Ltd. (formerly known as Scopus
Network Technologies Ltd.) (“Scopus”) and the individuals and entities
identified in Schedule 1 attached thereto (the “Registration Rights
Agreement”).


          Each
of Genesis Partners II LDC, Genesis Partner II (Israel) LP hereby assigns to
Optibase Ltd. (“Optibase”) its registration rights under the
Registration Rights Agreement with respect to an aggregate of 331,547 ordinary
shares NIS 1.40 par value each of Scopus.


          Optibase
hereby agrees to be bound as a Holder (as such term defined in the Registration
Rights Agreement) by the terms of that certain Registration Rights Agreement, as the same has been or may be amended from time
to time.


	
 

	
 

	
 

	
 


	
 

	
GENESIS
 PARTNERS II LDC


	
 

	
 

	
 

	
 


	
 

	
/s/ Dr. Eyal Kishon

	
 


	
 

	


	
 


	
 

	
Name: 

	
Dr Eyal
 Kishon


	
 

	
Title: 

	
Founder
 & managing Partner


	
 

	
 

	
 

	
 


	
 

	
GENESIS
 PARTNERS II (ISRAEL) LP


	
 

	
 

	
 

	
 


	
 

	
/s/ Dr. Eyal Kishon 

	
 


	
 

	


	
 


	
 

	
Name: 

	
Dr Eyal
 Kishon


	
 

	
Title: 

	
Founder
 & managing Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
OPTIBASE LTD. 

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Tom Wyler

	
 


	
 

	


	
 


	
 

	
Name:

	
Tom Wyler


	
 

	
Title:

	
Chief
 Executive Officer


	
 

	
 

	
 

	
 


	
 

	
/s/ Amir Philips

	
 


	
 

	


	
 


	
 

	
Name: 

	
Amir Philips


	
 

	
Title: 

	
Chief
 Financial Officer


	
 

	
 

	
 

	
 












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

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
Genesis Partners II LDC

	
 

	
Ackerstein Towers, Bldg.
 B, 4th floor

	
 

	
 

	
676,377

	
 

	
 

	
288,909

	
 

	
 

	
$

	
1,791,236

	
 


	
Genesis Partners II
 (Israel) LP

	
 

	
11 Hamenofim St.

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Herzliya 46725, Israel

	
 

	
 

	
99,820

	
 

	
 

	
42,638

	
 

	
 

	
$

	
264,356

	
 


	
 

	
 

	
Attention: Hadar Kiriati

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Fax: +972-9-972-9001

	
 

	
Total:

	
776,197

	
 

	
Total:

	
331,547

	
 

	
Total:

	
$

	
2,055,592