DISTRIBUTION AGREEMENTDistribution Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
THIS DISTRIBUTION AGREEMENT, dated as of October 3, 2006, is by and between TopSpin Medical (Israel) Ltd., a corporation incorporated under the laws of the state of Israel (the “Company”) and TOP Medical B.V., an entity incorporated under the laws of The Netherlands (the “Distributor”).
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
This is to certify that the Holder is entitled to purchase, subject to the provisions of this Warrant, from TopSpin Medical, Inc. (the “Corporation”) 180 shares of Common Stock of the Corporation par value US$ 0.001 each (“Common Stock”) pursuant to the Stock Purchase Agreement dated December 5, 2002 (the “Stock Purchase Agreement"), by and between the Corporation and the Investors (as such term is defined in the Stock Purchase Agreement), subject to the terms and conditions set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into in Tel Aviv and effective as of the 25th day of April, 2001 (“Effective Date”), by and between: TOPSPIN MEDICAL (ISRAEL) LTD., (“Company”), an Israeli company, whose principal place of business address is Ofek Center 1, 1 Lev Pesach St., North Industrial Zone, Lod, Israel; and Eyal Kolka (I.D 027865088) of Ramat Gan, Israel (“Employee”).
Re: Amendment to Employment AgreementEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Re: Amendment to Employment AgreementEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
We are pleased to inform you that on January 7, 2007 the stockholders of TopSpin Medical (Israel) Ltd. (the “Company”) and the Board of Directors of the Company approved, following the recommendation and the approval of the ESOP and Compensation Committee, the Audit Committee and Board of Directors of TopSpin Medical, Inc., the Company’s parent company (the “Corporation”) on November 17, 2007 and the approval of the stockholders of the Corporation on January 7, 2007, to amend the terms of your employment with the Company in accordance with the following:
Re: Loan AgreementLoan Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Trust Deed (between the trustee and the company)Trust Deed • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
TRUST DEED Drawn up and signed in Tel-Aviv on November 21, 2006Trust Deed • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Research and Development AgreementResearch and Development Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Research and Development Agreement (this “Agreement”), effective as of September 13, 2006 (the “Effective Date”), is entered into by and between TopSpin Medical Inc. a Delaware corporation (“TopSpin”) for itself and/or at TopSpin’s election, TopSpin Medical (Israel) Ltd., a wholly owned subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Israel”) and/or TopSpin Urology Ltd. a wholly owned subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Urology”) (TopSpin and/or TopSpin Israel and/or TopSpin Urology shall be referred to herein as the “Company”), Technion Research & Development Foundation Ltd., an Israeli corporation of the Technion City, Haifa 32000 (“TRDF”) and Dr. Aharon Blank I.D. No.029099330 of Naaman 24, Kefar Veradim (“Investigator”).
Unprotected Lease Contract Drawn Up and Signed on 3 July 2003 Between Af-Sar Ltd. Of Rehov hachresh 4, yehud (Hereinafter: “The Leaser”)Lease Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
loan, share purchase and share repurchase agreementLoan, Share Purchase and Share Repurchase Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Loan, Share Purchase and Share Repurchase Agreement (the “Agreement”) is made and entered into as of the 9th day of December, 2002, by and between Topspin Medical, Inc., a Delaware corporation (the “Company”), Topspin Medical (Israel) Ltd., an Israeli company (the “Subsidiary”) and Erez Golan, Israeli ID no. 28000008 (the “Founder”).
Re: Revision to Loan, Share Purchase and Share Repurchase Agreement of December 9, 2002 (“Loan Agreement”)Loan Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
We hereby put in writing that which is agreed between yourself, Topspin Medical Inc. (the “Corporation”) and Topspin Medical Ltd. (the “Subsidiary”) as regards the modification of your Loan Agreement, in the event that the Company issues its stock for trading on the Tel Aviv Stock Exchange (the “IPO”). Capitalized terms used herein shall have the meaning ascribed to them in the Loan Agreement, unless the context requires otherwise.
VOTING AGREEMENTVoting Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus • Delaware
THIS VOTING AGREEMENT (the “Agreement”) is made and entered into as of August 22nd, 2005, by and among the stockholders of TopSpin Medical, Inc., a Delaware corporation (the “Company”) listed on Schedule A hereto (the “Parties”; the Company’s Board of Directors is referred to herein as the “Board”).
To: Mr. Michael Berman Date: April 30th, 2003Consulting Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Further to our discussions, we are pleased to put in writing our offer to you to provide consulting services to TopSpin Medical, Inc. (the “Company”) effective as of the date on which you sign this letter agreement below. As a consultant, we anticipate that your providing the Company with your advice, knowledge and know how with respect to the Company’s products and business will all help the Company to further develop and grow.
Amendment to Employment AgreementEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Employment Agreement is made and entered into effective as of May 8th, 2006 (the “Effective Date”) by and between TopSpin Medical (Israel) Ltd., of 2 Yodfat St., North Industrial Zone, Lod, Israel (the “Company”) and Eyal Kolka, of 60 Hameri St., Givataim, Israel (the “Employee”).
Amendment to Employment AgreementEmployment Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Employment Agreement is made and entered into effective as of June 21, 2004 (the “Effective Date”) by and between TopSpin Medical (Israel) Ltd., of 2 Yodfat St., North Industrial Zone, Lod, Israel (the “Company”) and Eyal Kolka, of 38 Ben-Zvi St., Givataim, Israel (the “Employee”).
SECOND SUPPLEMENT TO INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Second Supplement to Intercompany Loan Agreement made as of June 21st, 2001 between TopSpin Medical (Israel) Ltd. an Israeli company having its address at 1 Lev Pesach Street, North Industrial Zone Lod Israel (“LTD”) and TopSpin Medical Inc. (“INC”) a company incorporated in Delaware having its address at 1013 Center Road, Wilmington Delaware, USA (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 February 15 2007 between LTD and INC (the Supplement”).
UNDERWRITING AGREEMENT Compiled and Signed in Tel-Aviv on 24 August, 2005 Between TopSpin Medical, Inc. (Hereinafter: “The Company”) And between:Underwriting Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
TopSpin Medical Inc. To: Erez Golan Date: March 4, 2007Loan, Share Purchase and Share Repurchase Agreement • March 7th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
We hereby put in writing the agreement between yourself, Topspin Medical Inc. (the “Corporation”) and Topspin Medical Ltd. (the “Subsidiary”) with respect to the following amendment to the Loan Agreement. Capitalized terms used herein shall have the meaning ascribed to them in the Loan Agreement, unless the context requires otherwise.
