sec document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
p
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
SCOPUS VIDEO NETWORKS LTD.
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(Name of Issuer)
ORDINARY SHARES, NOMINAL VALUE NIS 1.40 PER SHARE
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(Title of Class of Securities)
M8260H106
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(CUSIP Number)
Shlomo Heller
Koor Industries Ltd.
Azrieli Center 3
Triangle Tower - 43rd Floor
Tel Aviv, Israel 67023
+972 3 607 5107
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 10, 2007
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-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 ss. 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 remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities 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).
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CUSIP No. M8260H106 13D Page 2 of 13 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Corporate Venture Capital
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
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9 SOLE DISPOSITIVE POWER
- 0 -
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. M8260H106 13D Page 3 of 13 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Koor Industries Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY - 0 -
OWNED BY -----------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH - 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
- 0 -
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
- 0 -
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
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14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. M8260H106 13D Page 4 of 13 Pages
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 1 (this "Amendment") relates to the ordinary shares,
nominal value 1.40 New Israeli Shekels per share (the "Ordinary Shares"), of
Scopus Video Networks Ltd., a company organized under the laws of the State of
Israel (the "Issuer"), and amends the Schedule 13D filed by each of Koor
Corporate Venture Capital ("Koor CVC") and Koor Industries Ltd. ("Koor" and
together with Koor CVC, the "Koor Entities") with the U.S. Securities and
Exchange Commission, with an event date of December 16, 2005 (the "Schedule").
All capitalized terms used in this Amendment and otherwise undefined shall have
the meanings ascribed thereto in the Schedule.
This Amendment is filed in accordance with Rule 13d-2 of the Securities
Exchange Act of 1934, as amended, by the reporting persons. This Amendment
refers only to information that has materially changed since the filing of the
Schedule.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended to add the following:
As a result of the Sale Transaction (as defined in Item 6), the Koor
Entities do not own any Ordinary Shares of the Issuer. Accordingly, the Koor
Entities are no longer reporting persons under the Schedule.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and restated as follows:
The Koor Entities sold privately all of their Ordinary Shares of the
Issuer pursuant to the Sale Transaction (as defined in Item 6). As a result, the
Koor Entities do not own any Ordinary Shares of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Items 5(a)-(b) are hereby amended and restated as follows:
(a)-(b) As a result of the Sale Transaction (as defined in Item 6), the
Koor Entities do not own any Ordinary Shares of the Issuer.
Item 5(c) is hereby amended to add the following:
(c) The Koor Entities have not engaged in any transactions involving the
Ordinary Shares during the past sixty days other than the Sale Transaction.
Item 5(e) is hereby amended and restated as follows:
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CUSIP No. M8260H106 13D Page 5 of 13 Pages
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(e) The Koor Entities ceased to be five percent (5%) beneficial owners of
the Ordinary Shares of the Issuer on January 10, 2007.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended to add the following:
On January 10, 2007, the Koor Entities sold 3,035,223 Ordinary Shares
(2,960,223 Ordinary Shares by Koor CVC and 75,000 Ordinary Shares by Koor),
representing all the Ordinary Shares beneficially owned by the Koor Entities, to
Optibase Ltd. ("Optibase") for an aggregate purchase price of approximately
$15.9 million (the "Sale Transaction") pursuant to an agreement, a copy of which
is attached hereto as EXHIBIT A (the "Agreement"). In connection with the Sale
Transaction and pursuant to the Form of Assignment attached as Annex I to the
Agreement, the Koor Entities assigned to Optibase their registration rights
under a registration rights agreement, dated August 4, 2003, among the Issuer
and the individuals and entities identified in Schedule 1 thereto.
As a result of the Sale Transaction, the Koor Entities no longer own any
Ordinary Shares of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 is hereby amended to add the following exhibits:
Exhibit A: Agreement, dated January 10, 2007, among Optibase Ltd., Koor
Corporate Venture Capital and Koor Industries Ltd.
..
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CUSIP No. M8260H106 13D Page 6 of 13 Pages
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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.
Dated: January 16, 2007
KOOR CORPORATE VENTURE CAPITAL
By: /s/ Shlomo Heller
-----------------------------------
Name: Shlomo Heller
Title: Authorized Signatory
KOOR INDUSTRIES LTD.
By: /s/ Shlomo Heller
------------------------------------
Name: Shlomo Heller
Title: General Counsel &
Corporate Secretary
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CUSIP No. M8260H106 13D Page 7 of 13 Pages
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EXHIBIT INDEX
Exhibit Page
------- ----
A. Agreement, dated January 10, 2007, among Optibase Ltd.,
Koor Corporate Venture Capital and Koor Industries Ltd. 8 to 13
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CUSIP No. M8260H106 13D Page 8 of 13 Pages
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EXHIBIT A
AGREEMENT
This Agreement (the "AGREEMENT") is dated as of January 10, 2007, between
Optibase Ltd., an Israeli company (the "COMPANY"), and Koor Corporate Venture
Capital, an Israeli registered general partnership ("KCVC") and Koor Industries
Ltd., an Israeli company ("KOOR INDUSTRIES"). KCVC and Koor Industries will
collectively be hereinafter referred to as "KOOR".
WHEREAS, KCVC holds 2,960,223 ordinary shares NIS 1.4 par value each of
Scopus Video Networks Ltd. ("SCOPUS") represented by a share certificate issued
by Scopus on December 16, 2005 (the "CERTIFICATED SHARES") and Koor Industries
holds 75,000 ordinary shares NIS 1.4 par value each of Scopus in an account
managed by a broker (the "BROKER SHARES");
WHEREAS, Koor desires to transfer all the 3,035,223 ordinary shares NIS
1.4 par value each it holds in Scopus (the "SCOPUS SHARES") to the Company;
WHEREAS, the Company desires to acquire the Scopus Shares from Koor; and
WHEREAS, the Company desires to pay US$ 15,934,920 (the "CASH
CONSIDERATION") to Koor 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 Koor 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) Koor shall
transfer to the Company and the Company shall acquire the Scopus Shares from
Koor; and (ii) the Company shall pay to Koor the Cash Consideration. The Closing
shall take place at the offices of Gross, Kleinhendler, Halevy, Greenberg & 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 the Cash Consideration to Koor via a bank account of Koor provided to
it in advance; (ii) KCVC shall deliver to the Company a share certificate
registered in the name of the Company and representing the Certificated Shares
(the "SHARE CERTIFICATE"); (iii) Koor Industries shall wire the Broker Shares
via a broker account of the Company provided to Koor Industries in advance; and
(iv) each of the parties hereto shall have delivered 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 and the individuals and entities identified in
Schedule 1 attached thereto and Koor assigns its registration rights under such
agreement to the Company.
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CUSIP No. M8260H106 13D Page 9 of 13 Pages
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ARTICLE 2.
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
makes the following representations and warranties to Koor:
(a) AUTHORIZATION; ENFORCEMENT. 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) LEGEND AND RESTRICTIONS. The Company acknowledges that the Share
Certificate will bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE OWNED
BY A PERSON OR PERSONS WHO MAY BE CONSIDERED AN
AFFILIATE FOR PURPOSES OF RULE 144 UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"). NO TRANSFER OF
THESE SHARES OR ANY INTEREST THEREIN MAY BE MADE
UNLESS THE ISSUER HAS RECEIVED AN OPINION OF COUNSEL
SATISFACTORY TO IT THAT THE SHARES MAY BE SOLD
PURSUANT TO RULE 144 OR OTHER EXEMPTION THAT MAY BE
AVAILABLE UNDER THE ACT."
The Company acknowledges that it understands the full meaning of the
aforesaid legend.
(c) 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.
(d) 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 Koor or anyone on its behalf.
(e) 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) 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 Koor to pay any finder's fee, brokerage fees or
commission or similar payment in connection with the transactions hereunder.
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CUSIP No. M8260H106 13D Page 10 of 13 Pages
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2.2 REPRESENTATIONS AND WARRANTIES OF KOOR. Koor hereby represents
and warrants to the Company as follows:
(a) AUTHORIZATION; ENFORCEMENT. The execution and delivery of this
Agreement by Koor and the consummation by it of the transactions contemplated
hereby have been duly authorized by all necessary actions on the part of Koor
and no further action is required by Koor in connection therewith. This
Agreement has been duly executed and delivered by Koor and constitutes the valid
and binding obligation of Koor enforceable against Koor in accordance with its
terms.
(b) CURRENT HOLDINGS IN THE COMPANY AND SCOPUS. Koor currently holds
3,035,223 ordinary shares NIS 1.4 par value each of Scopus (2,960,223 ordinary
shares held by KCVC and 75,000 ordinary shares held by Koor Industries).
(c) OWNERSHIP OF THE SCOPUS SHARES. Koor is, and at the Closing will
be, the sole record and beneficial owner of the Scopus Shares, free and clear of
any claim, lien, security interest, right of first refusal, any similar right to
participate in the transactions contemplated by this Agreement or with regard to
the Scopus Shares or any other encumbrance or restriction whatsoever
(collectively, "LIENS"), except pursuant to United States securities laws and
regulations including as set forth in Section 2.1(b) above. At the Closing, Koor
will transfer and deliver to the Company the Scopus Shares, free and clear of
any and all Liens. The transfer by Koor of the Scopus Shares under this
Agreement will not conflict with or require the consent of a third party under
any agreement or other understanding to which Koor is a party.
(d) NO CONFLICTS. The execution and delivery of this Agreement, the
transfer of the Scopus Shares to the Company and the consummation by Koor 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 Koor, 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 Koor 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 Koor is subject (including securities laws and regulations), in each
case insofar as such conflict, violation, default, right or restriction would
hinder or impair the ability of Koor to consummate the transactions contemplated
hereby.
(e) REGISTRATION STATUS OF THE SCOPUS SHARES. The Scopus Shares have
not been registered under the U.S. Securities Act of 1933, as amended.
ARTICLE 3.
MISCELLANEOUS
3.1 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.
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CUSIP No. M8260H106 13D Page 11 of 13 Pages
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3.2 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.
3.3 AMENDMENTS; WAIVERS. No provision of this Agreement may be waived or
amended except in a written instrument signed by the Company and Koor. 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.
3.4 SUCCESSORS AND ASSIGNS; COUNTERPARTS. This Agreement shall be binding
upon and inure to the benefit of the parties and their successors and permitted
assigns. Neither party may assign this Agreement or any rights or obligations
hereunder without the prior written consent of the other party. This Agreement
may be executed in two or more counterparts, all of which when taken together
shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart.
3.5 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.
3.6 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.
3.7 PRESS RELEASES. The parties hereto agree to cooperate in the
publication of this Agreement and the transactions contemplated hereby, and
shall not issue any press release or other publication in respect thereof,
without the prior consent of the other party hereto, which consent shall not be
unreasonably withheld.
3.8 SURVIVAL. The representations and warranties contained herein shall
survive the Closing and the delivery of the Scopus Shares.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CUSIP No. M8260H106 13D Page 12 of 13 Pages
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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.
/s/ Danny Lustiger /s/ David Sackstein
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Name: Danny Lustiger Name: David Sackstein
Title: CFO Title: VP R&D & CTO
KOOR INDUSTRIES LTD.
/s/ Raanan Cohen /s/ Shlomo Heller
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Name: Raanan Cohen Name: Shlomo Heller
Title: CEO Title: General Counsel &
Corporate Secretary
KOOR CORPORATE VENTURE CAPITAL
/s/ Shlomo Heller
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Name: Shlomo Heller
Title: Authorized Signatory
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CUSIP No. M8260H106 13D Page 13 of 13 Pages
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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 Network Technologies Ltd. and the
individuals and entities identified in Schedule 1 attached thereto (the
"REGISTRATION RIGHTS AGREEMENT").
Each of Koor Industries Ltd. and Koor Corporate Venture Captial hereby
assigns to Optibase Ltd. ("OPTIBASE") its registration rights under the
Registration Rights Agreement.
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.
KOOR INDUSTRIES LTD.
/s/ Raanan Cohen /s/ Shlomo Heller
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Name: Raanan Cohen Name: Shlomo Heller
Title: CEO Title: General Counsel &
Corporate Secretary
KOOR CORPORATE VENTURE CAPITAL
/s/ Shlomo Heller
-------------------------
Name: Shlomo Heller
Title: Authorized Signatory
OPTIBASE LTD.
/s/ Danny Lustiger /s/ David Sackstein
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Name: Danny Lustiger Name: David Sackstein
Title: CFO Title: VP R&D & CTO