0001178913-16-004951 Sample Contracts

Deed of Trust Signed on August 2, 2015 Between:
Optibase LTD • March 31st, 2016 • Real estate
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LOAN AGREEMENT
Loan Agreement • March 31st, 2016 • Optibase LTD • Real estate
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”).

SHAREHOLDERS AGREEMENT Made and entered into on the 28th day of February, 2011 By and between
Shareholders 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".

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”).

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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