DISTRIBUTION AGREEMENTDistribution Agreement • April 20th, 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”).
Re: Amendment to Employment AgreementEmployment Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Re: Amendment to Employment AgreementEmployment Agreement • April 20th, 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:
Unprotected Lease Contract Drawn Up and Signed on 3 July 2003 Between Af-Sar Ltd. Of Rehov hachresh 4, yehud (Hereinafter: “The Leaser”)Unprotected Lease Contract • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Intercompany Loan Agreement (the “Agreement”) is 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.
Re: Loan AgreementTopspin Medical Inc • April 20th, 2007 • Electromedical & electrotherapeutic apparatus
PERSONAL EMPLOYMENT AGREEMENTAgreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
THIS AGREEMENT (“Agreement”) is made and entered into this 9th day of December, 2002, by and between TopSpin Medical (Israel) Ltd., of business address at 1 Lev Pesach St. North Industrial Zone, Lod (“Company”), and Erez Golan (I.D. No.) of 35 Balfour Street, Tel Aviv, Israel (“Employee”).
TopSpin Medical (Israel) Ltd. Ofek Center 1, 1 Lev Pesach St., North Industrial Zone Lod, Israel Phone: 972-8-9200033 Fax: 972-8-9281233Proprietary Information Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Further to our discussions, I am pleased to put in writing our offer to you in connection with you accepting an appointment to the advisory board of TopSpin Medical (Israel) Ltd. (the “Company”) effective as of the date on which you sign this letter agreement below.
To: Erez Golan Date: August 22, 2005Topspin Medical Inc • April 20th, 2007 • Electromedical & electrotherapeutic apparatus
We hereby put in writing that which is agreed between you and Topspin Medical (Israel) Ltd. (the ”Company”) regarding the modification of your Employment Agreement, in the event that TopSpin Medical, Inc. issues its securities to the public and lists the securities for trading on the Tel Aviv Stock Exchange (the “IPO”). Capitalized terms used herein shall have the meaning ascribed to them in the Employment Agreement, unless the context requires otherwise.
Re: Revision to Loan, Share Purchase and Share Repurchase Agreement of December 9, 2002 (“Loan Agreement”)Topspin Medical Inc • April 20th, 2007 • 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.
Option AgreementOption Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This option agreement (“Agreement”) is effective as of January 7, 2007 (the “Date of Grant”), by and between Erez Golan (“Optionee”) and Topspin Medical, Inc. (the “Corporation”).
Addendum (No. 1) to the Unprotected Lease Contract Executed and signed on the 17 day of the month of December, 2006 BY: Af-Sar Ltd. Of 4 Derech Hahoresh, Yehud (Hereinafter: “The Landlord”)Topspin Medical Inc • April 20th, 2007 • Electromedical & electrotherapeutic apparatus
Amendment to Employment AgreementEmployment Agreement • April 20th, 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 Yoav Venkert (I.D 57253007) of 14 Hateena St., Zichron Yaacov, Israel (“Employee”) .
LOAN AGREEMENTLoan Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
THIS LOAN AGREEMENT (this “Agreement”) is made as of the 5th day of April, 2007 (the “Effective Date”), by and between the parties specified in Schedule 2.3 attached hereto (each, a “Lender” and together, the “Lenders”), and TopSpin Medical, Inc., a company organized and existing under the laws of the State of Delaware (the “Borrower”).
Research and Development AgreementResearch and Development Agreement • April 20th, 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”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into in Lod on the day of , by and between: TOPSPIN MEDICAL (ISRAEL) LTD., (“Company”), an Israeli company, whose principal place of business address is Global Park, 2 Yodfat St., North Industrial Zone, Lod, Israel; and ( ) of , Israel (“Employee”)
Amendment to Employment AgreementEmployment Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Amendment to Employment Agreement is made and entered into effective as of June 6th, 2006 (the “Effective Date”) by and between TopSpin Medical (Israel) Ltd., of 2 Yodfat St., North Industrial Zone, Lod, Israel (the “Company”) and Yoav Venkert (I.D 57253007) of 14 Hateena St., Zichron Yaacov, Israel (“Employee”) .
Consulting AgreementConsulting Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Consulting Agreement is made as of , by and between TopSpin Med ical (Israel) Ltd. (the “Company”) a company incorporated in Israel whose regietered office is at Global Park, 2 Yodfat St., North Industrial Zone Lod, Israel, and of (the “Consultant”).
Mutual Non Disclosure AgreementMutual Non Disclosure Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
This Mutual Non Disclosure Agreement (this “Agreement”) is entered by and between Topspin Medical (Israel) Ltd., of 2 Yodfat St., North Industrial Zone Lod, Israel and , of . The parties wish to discuss a possible business relationship, and in connection therewith each of the parties has been and/or will be provided with, and/or has been or will be given access to certain confidential information of the other party. With respect to any and all information disclosed by a party hereto (“Disclosing Party”) to the other party (“Receiving Party”), the parties wish to ensure due protection of such information.
FIRST SUPPLEMENT TO INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
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 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 April 6, 2006 between LTD and INC(the Supplement”) .
Non Disclosure AgreementNon Disclosure Agreement • April 20th, 2007 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
Whereas Topspin Medical (Israel) Ltd. (the “Disclosing Party”) is willing to disclose to the undersigned (the “Recipient”) the Confidential Information (as defined below), the Recipient does hereby declare and undertake towards the Disclosing Party as follows:
