20-F









Exhibit 4.5 


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 418,862 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$ 2,596,945 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














	
 

	
 

	
 

	
 


	
 

	
VERTEX
  ISRAEL II (C.I.) FUND, L.P.

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Founder
  & managing Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Partner,
  Chief Financial Officer


	
 

	
 

	
 

	
 


	
 

	
VERTEX
  ISRAEL II (A) FUND, L.P.

	
 


	
 

	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Founder
  & managing Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Partner,
  Chief Financial Officer


	
 

	
 

	
 

	
 


	
 

	
VERTEX
  ISRAEL II (B) FUND, L.P.

	
 


	
 

	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Founder
  & managing Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Partner,
  Chief Financial Officer


	
 

	
 

	
 

	
 


	
 

	
VERTEX
  ISRAEL II DISCOUNT FUND, L.P.


	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Founder
  & managing Partner














	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Partner,
  Chief Financial Officer


	
 

	
 

	
 

	
 


	
 

	
VERTEX
  ISRAEL II (C.I.) EXECUTIVE FUND, L.P.


	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Founder
  & managing Partner


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron


	
 

	
Title:  Partner,
  Chief Financial Officer













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 Vertex Israel II (C.I.) Fund, L.P., Vertex Israel II (A) Fund, L.P., Vertex
Israel II (B) Fund, L.P., Vertex Israel II Discount Fund, L.P. and Vertex
Israel II (C.I.) Executive Fund, L.P. hereby assigns to Optibase Ltd. (“Optibase”)
its registration rights under the Registration Rights Agreement with respect to
an aggregate of 418,862 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. 


	
 

	
 


	
 

	
VERTEX ISRAEL
  II (C.I.) FUND, L.P.


	
 

	
 


	
 

	
VERTEX
  ISRAEL II (A) FUND, L.P.


	
 

	
 


	
 

	
VERTEX
  ISRAEL II (B) FUND, L.P.


	
 

	
 


	
 

	
VERTEX
  ISRAEL II DISCOUNT FUND, L.P.


	
 

	
 


	
 

	
VERTEX
  ISRAEL II (C.I.) EXECUTIVE FUND, L.P.








	
 

	
 

	
 

	
 


	
 

	
/s/ Yoram Oron

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron

	
 


	
 

	
Title:  Founder
  & managing Partner

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Ran Gartenberg

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Yoram
  Oron

	
 


	
 

	
Title:  Partner,
  Chief Financial Officer

	
 














	
 

	
 

	
 

	
 


	
 

	
OPTIBASE
  LTD.

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Tom Wyler

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Tom
  Wyler

	
 


	
 

	
Title:    Chief
  Executive Officer

	
 


	
 

	
 

	
 

	
 


	
 

	
/s/ Amir Philips

	
 

	
 


	
 

	


	
 

	
 


	
 

	
Name:  Amir
  Philips

	
 


	
 

	
Title:    Chief
  Financial Officer

	
 














	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Fund

	
 

	
Address

	
 

	
Schedule I


  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

	
 


	


	
 

	


	
 

	


	
 

	


	
 

	


	
 


	
Vertex Israel II (C.I.)
  Fund, L.P.

	
 

	
 

	
1
  Ha’shikma St.

	
 

	
 

	
726,873

	
 

	
 

	
310,678

	
 

	
$

	
1,926,203

	
 


	
Vertex Israel II (A) Fund,
  L.P.

	
 

	
 

	
P.O.
  Box 89

	
 

	
 

	
131,126

	
 

	
 

	
56,054

	
 

	
$

	
347,535

	
 


	
Vertex Israel II (B) Fund,
  L.P.

	
 

	
 

	
Savyon
  56530, Israel

	
 

	
 

	
20,091

	
 

	
 

	
8,593

	
 

	
$

	
53,278

	
 


	
Vertex Israel II Discount
  Fund, L.P.

	
 

	
 

	
Attention:
  Merav Shemesh

	
 

	
 

	
92,808

	
 

	
 

	
39,661

	
 

	
$

	
245,898

	
 


	
Vertex Israel II (C.I.)
  Executive Fund, L.P.

	
 

	
 

	
 

	
 

	
 

	
9,115

	
 

	
 

	
3,876

	
 

	
$

	
24,031

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
Total:  980,013

	
 

	
 

	
Total:  418,862

	
 

	
Total:  $ 2,596,945