Optibase LTD Sample Contracts

AGREEMENT
Share Purchase Agreement • January 2nd, 2008 • Optibase LTD • Services-computer integrated systems design

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”).

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AGREEMENT
Share Purchase Agreement • November 21st, 2012 • Optibase LTD • Real estate

This Agreement (the "Agreement") is entered into as of the 12th day of September, 2012, by and among Shlomo (Tom) Wyler of 8 Herzel Rosenblum St. Tel Aviv, Israel (the "Seller") and THE CAPRI FAMILY FOUNDATION, with registered offices at 53rd E Street, Urbanizacion Marbella, MMG Tower, 16th Floor, Panama, Republic of Panama (the "Purchaser") (each a "Party" and together the "Parties").

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2015 • Optibase LTD • Real estate

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of the 4 day of September, 2014 (the “Effective Date”) by and among Optibase Ltd., an Israeli company (the “Company”) and the Shareholders listed on Schedule A hereof (the “Selling Shareholders”).

Deed of Trust Signed on August 2, 2015 Between:
Deed of Trust • March 31st, 2016 • Optibase LTD • Real estate
Agreement (Security Agreement) between Eldista GmbH rue des Pierres-du-Niton 17, c/o INTEREXPERTS SA
Security Agreement • April 30th, 2012 • Optibase LTD • Real estate
AGREEMENT
Share Purchase Agreement • June 27th, 2008 • Optibase LTD • Services-computer integrated systems design

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”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • March 31st, 2015 • Optibase LTD • Real estate • Florida

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the “Effective Date” (defined below), by and between OPTIBASE FMC, LLC, a Florida limited liability company (the “Seller”), and FLAMINGO SOUTH ACQUISITIONS, LLC, a Delaware limited liability company (the “Purchaser”). In consideration of the mutual covenants and promises herein set forth, the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

PATENT PURCHASE AGREEMENT
Patent Purchase Agreement • April 12th, 2006 • Optibase LTD • Services-computer integrated systems design • New York

This PATENT PURCHASE AGREEMENT (“Agreement”) is entered into on June 16, 2005 (“Effective Date”) by and between Acoustic Technology LLC with an office at 2215-B Renaissance DRIVE, Suite 5, Las Vegas, NV 89119 (“Purchaser”), and Optibase Ltd, with an office at 7 Shenkar Street, Herzeliya, Israel (“Optibase Israel”) and Optibase Inc., a California Corporation with its principal place of business at 1250 Space Park Way, Mountain View, California, 94043, USA (“Optibase US” and, together with Optibase Israel) (“Seller”). The parties hereby agree as follows.

OPTIBASE LTD. SHARE OPTION AGREEMENT 2003 FOR THE
Share Option Agreement • May 17th, 2004 • Optibase LTD • Services-computer integrated systems design

Unless otherwise defined herein, the terms defined in the 1999 Israeli Share Option Plan (as amended on April 5, 2000) shall have the same defined meanings in this Share Option Agreement.

LOAN AGREEMENT
Loan Agreement • March 31st, 2016 • Optibase LTD • Real estate
Agreement (Collateral Agreement) between
Collateral Agreement • April 27th, 2021 • Optibase LTD • Real estate
MARQUIS, A CONDOMINIUM AGREEMENT FOR SALE
Agreement for Sale • April 18th, 2011 • Optibase LTD • Services-computer integrated systems design

THIS AGREEMENT is between Leviev Boymelgreen Marquis Developers, L.L.C., a Florida limited liability company, with an address at 444 Brickell Avenue, Suite 650, Miami, Florida 33131 (referred to as "Seller" or "Developer") and the party or parties indicated below (referred to as "Buyer").

FRAMEWORK AGREEMENT FOR MORTGAGE LOAN between Eldista GmbH, rue des Pierres-du- Niton 17, c/o INTEREXPERTS SA, 1207 Genève (hereinafter referred to as the “Borrower”) and CREDIT SUISSE (Switzerland) Ltd.
Framework Agreement for Mortgage Loan • April 27th, 2021 • Optibase LTD • Real estate

Use in foreign currency may only occur if the resulting foreign exchange risk is hedged through a separate OTC transaction in the same currency and with the same term and nominal (see also “Conditions for utilization of mortgage-backed fixed advances in foreign currency”). The form of these mandatory OTC hedging transactions will be agreed together with the Bank.

SHARE PURCHASE AGREEMENT dated 2 March 2011 between
Share Purchase Agreement • April 18th, 2011 • Optibase LTD • Services-computer integrated systems design
AGREEMENT
Shareholder Agreement • May 14th, 2007 • Optibase LTD • Services-computer integrated systems design

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”.

CONTRIBUTION AGREEMENT
Contribution Agreement • March 31st, 2016 • Optibase LTD • Real estate • Delaware

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the 28 day of December, 2015 (the “Effective Date”), by and among 300 RIVER HOLDINGS LLC, a Delaware limited liability company (the “Company”), 300 RIVER PLAZA ONE LLC, a Delaware limited liability company (the “Mizrachi Member”), but solely with respect to Sections 1.3, 1.5, 3, 4.6, 7.1(ii), 7.1(iv), 7.1(ix), 7.1(x), 8.1(i), 8.1(ii), 8.1(iv), 8.2, 12.2-12.7, 13.1, 14, 16.2(vii), 19 and 23, WKEM RIVERSIDE MEMBER LLC, a Delaware limited liability company (the “Werner Member” and together with the Mizrachi Member, each sometimes individually referred to herein as a “Member” and collectively, the “Members”), but solely with respect to Sections 1.2, 3, 4.6, 7.1(i), 7.1(iii), 7.1(iv), 8.1(i), 8.1(iv), 8.2, 12.2-12.7, 13.1, 14, 16.2(vii), 19 and 23, and OPTIBASE CHICAGO 300 LLC, a Delaware limited liability company (the “Investor”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 12th, 2006 • Optibase LTD • Services-computer integrated systems design • Massachusetts

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of the last signature hereto (the “Effective Date”) by and between Optibase Ltd. having a principal place of business at 7 Shenkar St., Herzelia, Israel and Optibase, Inc. having a principal place of business at 1250 Space Park Way, Mountain View, CA 94043, United States (both jointly and severally “Seller”), and Artel Software, Corp. , a Massachusetts corporation, having a principal place of business at 381 Congress Street, Boston, Mass. 02210, United States (“Buyer”).

FRAMEWORK AGREEMENT FOR MORTGAGE LOAN between Eldista GmbH, rue des Pierres-du- Niton 17, c/o INTEREXPERTS SA, 1207 Genève
Framework Agreement for Mortgage Loan • April 30th, 2012 • Optibase LTD • Real estate

Amount of Credit Facility CHF 85’000’000.00 The amount of the credit facility is reduced by the sum of the amortizations and other loan repayments made. Utilization The type and term of the loan are mutually agreed by the Borrower and the Bank within the scope of the available credit facility. Such agreement is made without complying with any requirements as to form; an oral agreement, in particular, is sufficient to be binding. The agreement will be confirmed by the Bank in writing, but without a signature. The maximum term of loan thereby shall not have an interest period exceeding 10 years. Conditions for Utilization of the Credit Facility This credit facility may not be used until all collateral has been legally established in favour of the Bank and the following documents have been received by the Bank: ● Due execution of the Framework Agreement. ● Due execution of the Deed of Assignment. ● Due execution of the Security Agreement for the pledge of mortgage notes. ● Receipt of boa

OPTION AGREEMENT
Option Agreement • June 30th, 2010 • Optibase LTD • Services-computer integrated systems design

This OPTION AGREEMENT (this “Agreement”) is entered into as of this 1st day of March, 2010 and effective as of October 29, 2009 by and between OPTIBASE REAL ESTATE EUROPE SARL., a company organized under the laws of Luxembourg ("Optibase Europe") OPTIBASE RE 1 SARL, a company organized under the laws of Luxembourg (the “Company”) and CHESSELL HOLDINGS LIMITED, a company organized under the laws of Cyprus having its principal place of business at Agias Elenis, 36, GALAXIAS TOWER, 4th Floor, Flat/Office 401, P.C. 1061, Lefkosia, Cyprus (the “Investor”).

SHAREHOLDERS AGREEMENT Made and entered into on the 28th day of February, 2011 By and between
Shareholder Agreement • March 31st, 2016 • Optibase LTD • Real estate

Each of Phoenix Pension, Phoenix Insurance and Optibase shall be referred to hereinafter as an “Initial Shareholder”. The Initial Shareholders and any person or entity who becomes a shareholder of OPCTN S.A., a private limited liability company registered Great Duchy of Luxembourg (the “Company”) in the future is referred to herein as a "Shareholder".

This Agreement is an unofficial translation of the original Purchase and Transfer Agreement in German.
Purchase and Transfer Agreement • March 31st, 2015 • Optibase LTD • Real estate
AMENDMENT AND RATIFICATION OF LOAN AGREEMENT
Loan Agreement • March 28th, 2018 • Optibase LTD • Real estate

THIS AMENDMENT AND RATIFICATION OF LOAN AGREEMENT (this “Agreement”) is entered into on this 17th day of November, 2017, by and between OPTIBASE REAL ESTATE MIAMI, LLC, a Delaware limited liability company (the “Borrower”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Lender”).

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AGREEMENT
Share Purchase Agreement • June 27th, 2008 • Optibase LTD • Services-computer integrated systems design

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”).

SERVICE AGREEMENT
Service Agreement • April 30th, 2014 • Optibase LTD • Real estate

WHEREAS, the Company wishes to engage the Service Provider as an independent contractor to provide the services described herein and the Service Provider agrees to provide the services for the compensation and otherwise in accordance with the terms and conditions contained in this Agreement; and

FRAMEWORK AGREEMENT between OPCTN S.A., 6 Rue Jean Bertholet, LU-1233 Luxembourg (hereinafter referred to as the “Borrower”) and CREDIT SUISSE AG
Framework Agreement • April 30th, 2012 • Optibase LTD • Real estate

Mailing address: P.O. Box 100, 8070 Zurich Contact address:Giesshübelstrasse 30, 8045 Zurich (the lender, hereinafter referred to as the “Bank”)

ASSET PURCHASE AGREEMENT dated March 16, 2010
Asset Purchase Agreement • June 30th, 2010 • Optibase LTD • Services-computer integrated systems design

This asset purchase agreement (“Agreement”) is entered into on March 16, 2010, by and between Optibase Ltd., a public company organized under the laws of the State of Israel, Israeli public company number 52-003707-8 (“Optibase Ltd.”) and Optibase Inc., a corporation organized under the laws of the State of California, (“Optibase Inc.” and together with Optibase Ltd., collectively referred to herein as the “Seller”), and Optibase Technologies Ltd., Israeli corporation number 51-442221-1 ( “Purchaser”) (each a “Party” and, together, the “Parties”).

An unofficial English translation of the original document in German] Public Notarisation Purchase Agreement
Purchase Agreement • June 30th, 2010 • Optibase LTD • Services-computer integrated systems design

Premises: - Industrial building, no. 09700424, Riedmattstrasse 9 3344 m2 - Subsurface building, no. 09700424 397 m2 - Adjoining building 28 m2 <Types of ground cover: - Building 3344 m2 - Garden 125 m2 - Paved area 1621 m2

LOAN AGREEMENT
Loan Agreement • March 31st, 2016 • Optibase LTD • Real estate • Florida

THIS LOAN AGREEMENT (this “Agreement”), dated as of this 7 day of July, 2015, by and between OPTIBASE REAL ESTATE MIAMI, LLC, a Delaware limited liability company, whose address is 401 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, Florida 33301, and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns, whose address is 25 West Flagler Street, Miami, Florida 33130.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF 300 RIVER HOLDINGS LLC a Delaware limited liability company Dated as of December 28, 2015
Limited Liability Company Agreement • March 31st, 2016 • Optibase LTD • Real estate • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of 300 RIVER HOLDINGS LLC, a Delaware limited liability company (the “Company”), dated as of December 28, 2015, by and between 300 RIVER PLAZA ONE LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Mizrachi Member”), and OPTIBASE CHICAGO 300 LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Optibase Member”).

SECOND AMENDMENT AND RATIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS
Loan Agreement • April 27th, 2021 • Optibase LTD • Real estate

THIS SECOND AMENDMENT AND RATIFICATION OF LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Agreement”) is entered into on this 31st day of March, 2020, by and among OPTIBASE REAL ESTATE MIAMI, LLC, a Delaware limited liability company (the “Borrower”), OPTIBASE, INC., a California corporation (the “Guarantor”) and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Lender”).

AGREEMENT
Share Purchase Agreement • June 27th, 2008 • Optibase LTD • Services-computer integrated systems design

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”).

LOAN AGREEMENT OF 4 MAY 2015 OVER EUR 21,000,000.00 – FIRST AMENDMENT
Loan Agreement • March 31st, 2016 • Optibase LTD • Real estate

The bank, in a loan agreement of 4 May 2015, has granted the Borrower a credit in the amount of EUR 21,000,000.00 in order to obtain a portfolio of 27 retail properties, of which EUR 20,000,000.00 have been disbursed. Point 3 Purpose designates a total expenditure of EUR 32,555,000.00. This amount has been reduced by EUR 1,000,000.00 due to a lower purchase price.

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