-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HwQ5mmAWnDz5iDqqi612cL/26eVEfl1cJyQGQ5gl6SbHtue3Si9GzJh6aIBYVSLX 0lQ+oHb4OyjCbTze2iKWmQ== 0001178913-08-000010.txt : 20080102 0001178913-08-000010.hdr.sgml : 20080101 20080102084940 ACCESSION NUMBER: 0001178913-08-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080102 DATE AS OF CHANGE: 20080102 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Scopus Video Networks Ltd. CENTRAL INDEX KEY: 0001342575 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81571 FILM NUMBER: 08500136 BUSINESS ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 BUSINESS PHONE: 972-3-900-7777 MAIL ADDRESS: STREET 1: 10 HA STREET 2: PARK AFEK CITY: ROSH HA-AYIN STATE: L3 ZIP: 48092 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIBASE LTD CENTRAL INDEX KEY: 0001077618 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P O BOX 2170 CITY: HERZLIYA ISRAEL STATE: L3 ZIP: H6120 BUSINESS PHONE: 97299709288 SC 13D/A 1 zk84659.htm AMENDMENT NO 3 TO SCHEDULE 13D SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

Scopus Video Networks Ltd.
(Name of Issuer)


Ordinary Shares, Par Value NIS 1.40 Per Share (Title of class of securities)	M8260H 10 6 (CUSIP number)

Amir Philips
Optibase Ltd.
2 Gav Yam Center
7 Shenkar Street
Herzliya 46120, Israel
+972 (9) 970-9288
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

December 31, 2007
(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13(d)-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the reminder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)
(Page 1 of 6 Pages)

CUSIP No. M8260H 10 6


1	NAME OF REPORTING PERSON: Optibase Ltd. I.R.S. IDENTIFICATION NO. OR ABOVE PERSON (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o (b) x
3	SEC Use Only
4	SOURCE OF FUNDS: WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER: 3,725,223^*
		8	SHARED VOTING POWER: 0
		9	SOLE DISPOSITIVE POWER: 3,725,223^*
		10	SHARED DISPOSITIVE POWER: 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON: 3,725,223^*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES: o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 27.31%^*
14	TYPE OF REPORTING PERSON: CO

* Not including 1,380,000 Ordinary Shares to be purchased pursuant to the Agreements (as defined below).

The statement on Schedule 13D filed on January 18, 2007, relating to ordinary shares, par value NIS 1.40 per share (the “Ordinary Shares”) of Scopus Video Networks Ltd., a company organized under the laws of the State of Israel (the “Issuer”), as amended by Amendment No. 1 filed by the Reporting Person with the Securities and Exchange Commission (the “Commission”) on May 31, 2007 and by Amendment No. 2 filed by the Reporting Person with the Commission on September 6, 2007 (the statement on Schedule 13D, as amended, is referred to herein as “Schedule 13D”), is hereby further amended as set forth below by this Amendment No. 3 in connection, among others, with agreements, dated December 31, 2007 (the “Agreements”), entered into by the Reporting Person to purchase in the aggregate additional 1,380,000 Ordinary Shares (the “Shares”).

Capitalized terms used herein and not otherwise defined herein shall have the respective meanings assigned to such terms in Schedule 13D.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of Schedule 13D is hereby amended by adding the following paragraph:

The aggregate amount of funds to be used by Optibase in acquiring the Shares is $8,556,001 ($6.20 per share). The source of the funds to be used to purchase such shares is the working capital of Optibase.

Item 4.

Purpose of Transaction.

Item 4 of Schedule 13D is hereby amended and restated as follows:

The Reporting Person purchased the Shares because it determined that such shares represent an investment opportunity. From June 2006 through October 2006, the Reporting Person held discussions with members of the Issuer’s management and board of directors to discuss a possible negotiated business transaction with the Issuer. Such discussions have been recently resumed and the Reporting Person reserves the right to continue discussions with the Issuer’s board of directors, management and/or representatives with respect to a possible negotiated asset transaction.

The Reporting Person intends to monitor the Issuer’s business, operating results and financial position and depending on market conditions and its continuing evaluation of the business and prospects of the Issuer and other factors, the Reporting Person may dispose of or acquire additional securities of the Issuer.

In addition, subject to applicable law, the Reporting Person specifically reserves the right to discuss with other shareholders and the Issuer matters that may be of common concern.

Except as set forth in this Item 4, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, has any present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person specifically reserves the right to adopt and pursue one or more such plans, and to make such proposals, at any time and from time to time in the future.

Item 5.

Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is amended and restated as follows:

(a) Optibase is the direct beneficial owner of 3,725,223 Ordinary Shares or approximately 27.31% of the outstanding Ordinary Shares of the Issuer (based on information provided by the Issuer, there were 13,642,253 Ordinary Shares outstanding as of August 27, 2007). Other than as described above, to the best knowledge of the Reporting Person, none of the persons set forth on Annex A beneficially owns any securities of the Issuer. Upon consummation of the transactions contemplated by the Agreements, Optibase will be the direct beneficial owner of 5,105,223 Ordinary shares or approximately 37.42% of the outstanding Ordinary Shares of the Issuer (based on information provided by the Issuer, there were 13,642,253 Ordinary Shares outstanding as of August 27, 2007).

(b) Optibase has sole voting and dispositive power with respect 3,725,223 Ordinary Shares beneficially owned by it.

(c) Other than the Agreements, the Reporting Person hasn’t effected any transaction in the Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities ofthe Issuer.

Item 6 of the Schedule 13D is amended and restated as follows:

Except as set forth here, there are no present contracts, arrangements, understandings or relationships (legal or otherwise) between Optibase, or, to the best knowledge of the Reporting Person, any of the persons set forth on Annex A, and any other person with respect to the securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is amended and restated as follows:

Exhibit Number

Description

99.1	Letter dated May 31, 2007 from the Reporting Person to the Issuer*

99.2	Letter dated September 5, 2007 from the Reporting Person to the Issuer **

99.3	Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto.

99.4	Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto.

99.5	Agreement, dated December 31, 2007, by and between the Reporting Person and the funds identified in Schedule 1 thereto.

* Previously filed with Amendment No. 1.
** Previously filed with Amendment No. 2.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

OPTIBASE LTD.

By: /s/ Amir Philips
——————————————
Amir Philips
Chief Financial Officer

January 2, 2008

ANNEX A

Controlling Persons, Executive Officers and Directors of Optibase Ltd.

Set forth below is the name, the present principal occupation or employment and citizenship of the controlling person and each director and executive officer of Optibase Ltd. (“Optibase”). Unless otherwise indicated, each person identified below is employed by Optibase. The principal address of Optibase, and unless otherwise indicated below, the current business address for each individual listed below, is 2 Gav Yam Center, 7 Shenkar Street, Herzliya 46120, Israel.

Name and Position with Optibase	Present Principal Occupation or Employment	Citizenship
Tom Wyler President, Chief Executive Officer and Executive Chairman of the Board of Directors Controlling person	President, Chief Executive Officer and Executive Chairman of the Board of Directors of Optibase	Switzerland
Amir Philips Chief Financial Officer	Chief Financial Officer of Optibase	Israel
David Sackstein Chief Technology Officer	Chief Technology Officer of Optibase	Israel
Yaron Comarov Vice President of Operations	Vice President of Operations of Optibase	Israel
Orna Gil-Bar Vice President of Human Resources	Vice President of Human Resources of Optibase	Israel
Meir Sudry Vice President of Professional Services and Projects	Vice President of Professional Services and Projects of Optibase	Israel
Udi Shani Executive Vice President of International Sales	Executive Vice President of International Sales of Optibase	Israel
Yossi Aloni Vice President of Marketing	President of Optibase Inc. and Vice President of Marketing of Optibase	Israel
Eli Sharon, Vice President of R&D	Vice President of R&D	Israel
Dana Tamir-Tavor Director	Chief Operations Officer of Comverse MMS, 29 Habarzel St., Tel Aviv 69710, Israel	Israel
Chaim Labenski Director	Private investor	Israel
Alex Hilman Director	Partner in Hilman & Co., 126 Igal Alon St., Tel Aviv 67443, Israel	Israel
Itzhak Wulkan Director	Independent entrepreneur	Israel

EX-99 2 exhibit_99-3.htm AGREEMENT SC 13D/A

Exhibit 99.3

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.

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

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;

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 anddelivered 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.

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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.

——————————————
Name: Tom Wyler
Title: Chief Executive Officer

——————————————
Name: Amir Philips
Title: Chief Financial Officer

PITANGO VENTURE CAPITAL FUND III (ISRAELI INVESTORS) LP

By:
——————————————

By:
——————————————

PITANGO VENTURE CAPITAL FUND III (ISRAELI SUB) LP

By:
——————————————

By:
——————————————

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

By:
——————————————

By:
——————————————

PITANGO PARALLEL INVESTOR FUND III (ISRAEL), LP

By:
——————————————

By:
——————————————

PITANGO PRINCIPALS FUND III (ISRAEL) LP

By:
——————————————

By:
——————————————

PITANGO VENTURE CAPITAL FUND III TRUSTS 2000 LTD.

By:
——————————————

By:
——————————————

EX-99 3 exhibit_99-4.htm AGREEMENT SC 13D/A

Exhibit 99.4

AGREEMENT

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.

ARTICLE 1.
CLOSING

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:

(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.

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

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

ARTICLE 3.
CONDITIONS PRECEDENT TO CLOSING

ARTICLE 4.
TERMINATION

This Agreement may be terminated prior to Closing:

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

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.

5.6. 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.

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

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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.

——————————————
Name: Tom Wyler
Title: Chief Executive Officer

——————————————
Name: Amir Philips
Title: Chief Financial Officer

GENESIS PARTNERS II LDC

By:
——————————————

By:
——————————————

GENESIS PARTNERS II (ISRAEL) LP

By:
——————————————

By:
——————————————

EX-99 4 exhibit_99-5.htm AGREEMENT SC 13D/A

Exhibit 99.5

AGREEMENT

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.

ARTICLE 1.
CLOSING

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:

(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.

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

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

ARTICLE 3.
CONDITIONS PRECEDENT TO CLOSING

ARTICLE 4.
TERMINATION

This Agreement may be terminated prior to Closing:

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

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.

5.6. 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.

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

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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.

——————————————
Name: Tom Wyler
Title: Chief Executive Officer

——————————————
Name: Amir Philips
Title: Chief Financial Officer

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

By:
——————————————

By:
——————————————

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

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

By:
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By:
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VERTEX ISRAEL II DISCOUNT FUND, L.P.

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

By:
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By:
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-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549

SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Signature

AGREEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*