Agreement Drawn up and executed in Tel-Aviv on November 17, 2011Agreement • January 5th, 2012 • Topspin Medical Inc • Electromedical & electrotherapeutic apparatus
WHEREAS: the Company is a public Delaware company whose shares are registered for trading at the Tel-Aviv Stock Exchange Ltd.; and WHEREAS: Metamorfix is a private company registered in Israel; and WHEREAS: the Offerees wish to transfer another 5,725,000 shares from Metamorfix (which are not held by the Company) constituting 80.35% of Metamorfix's shares - to the Company against and in consideration for 8,009,009 ordinary shares of the Company constituting 40.49% of the total issued and outstanding capital of the Company (fully diluted) subject to the statements herein below; and WHEREAS: the parties wish to entrench in writing the terms of the transaction between them pursuant to the contents hereof below;
