FIRST SUPPLEMENT TO INTERCOMPANY LOAN AGREEMENT
Exhibit 10.17(iii)
FIRST SUPPLEMENT TO INTERCOMPANY LOAN AGREEMENT
This First Supplement to Intercompany Loan Agreement made as of June
21st, 2001 between TopSpin Medical (Israel) Ltd. an Israeli company having its address
at 0 Xxx Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx Xxxx Lod Israel (“LTD”) and TopSpin Medical Inc.
(“INC”) a company incorporated in Delaware having its address at 0000 Xxxxxx Xxxx, Xxxxxxxxxx
Xxxxxxxx, XXX (the “Original Agreement”; All capitalized terms as used herein shall have the
meaning assigned to them in the Original Agreement, unless otherwise specifically stated in this
Opinion ) is entered into on April 6, 2006 between LTD and INC(the Supplement”) .
WHEREAS:
(A) Pursuant to the Original Agreement INC has provided from time to time Convertible Loans to LTD;
(B) On December 29, 2005 INC waived its right to recive any interest owed to INC by LTD as of
December 31, 2005 pursuant to the Original Agreement in connection with any Convertible Loans
extended to LTD by INC.
NOW THEREFORE, in consideration of their mutual undertakings herein, the parties, intending to be
legally bound, do hereby agree, declare and stipulate as follows:
1. The outstanding principal amount of Convertible Loan extended to LTD by INC as of December 31,
2005, totaling US$ 18,247,671.69 shall be converted into 121,651 ordinary shares of LTD (the
“Shares”) at a conversion price of $150 per share as of December 31, 2005. For the avoidance of
doubt, INC shall not be entitled to any interest with respect to the Convertible Loan from and
after December 31, 2005.
2. The provisions of the Original Agreement, to the extent not explicitly amended under this
Supplement, shall remain in force and affect.
IN WITNESS WHEREOF, the parties have executed this First Supplement to Intercompany Loan Agreement
as of the date first above written.
TopSpin Medical (Israel) Ltd.
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TopSpin Medical Inc. | |
By:
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Name:
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Title:
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