DISTRIBUTION AGREEMENTDistribution Agreement • January 19th, 2007 • Topspin Medical Inc
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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 • January 19th, 2007 • Topspin Medical Inc
Re: Amendment to Employment AgreementEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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 • January 19th, 2007 • Topspin Medical Inc
INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • January 19th, 2007 • Topspin Medical Inc
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.
Trust Deed (between the trustee and the company)Topspin Medical Inc • January 19th, 2007
WARRANT TO PURCHASE COMMON STOCKTopspin Medical Inc • January 19th, 2007 • 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”) 324,820 shares of Common Stock of the Corporation par value US$ 0.001 each (“Common Stock”), subject to the terms and conditions set forth below.
PERSONAL EMPLOYMENT AGREEMENTAgreement • January 19th, 2007 • Topspin Medical Inc
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”).
WARRANT TO PURCHASE COMMON STOCKStock Purchase Agreement • January 19th, 2007 • Topspin Medical Inc • 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.
Research and Development AgreementResearch and Development Agreement • January 19th, 2007 • Topspin Medical Inc
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”).
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 • January 19th, 2007 • Topspin Medical Inc
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 • January 19th, 2007
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.
loan, share purchase and share repurchase agreementRepurchase Agreement • January 19th, 2007 • Topspin Medical Inc • 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”).
VOTING AGREEMENTVoting Agreement • January 19th, 2007 • Topspin Medical Inc • 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, 2003Proprietary Information Agreement • January 19th, 2007 • Topspin Medical Inc
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.
Option AgreementOption Agreement • January 19th, 2007 • Topspin Medical Inc
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 • January 19th, 2007
FIRST SUPPLEMENT TO INTERCOMPANY LOAN AGREEMENTIntercompany Loan Agreement • January 19th, 2007 • Topspin Medical Inc
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”) .
Option AgreementOption Agreement • January 19th, 2007 • Topspin Medical Inc
This option agreement (“Agreement”) is effective as of ___, ___(the “Date of Grant”), by and between ___(“Optionee”) and Topspin Medical, Inc. (the “Corporation”).
Amendment to Employment AgreementEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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”) .
Amendment to Employment AgreementEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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”).
Amendment to Employment AgreementEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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”).
Re: Loan AgreementTopspin Medical Inc • January 19th, 2007
Re: Revision to Loan, Share Purchase and Share Repurchase Agreement of December 9, 2002 (“Loan Agreement”)Topspin Medical Inc • January 19th, 2007
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.
TopSpin Medical, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 19th, 2007 • Topspin Medical Inc • New York
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of by and between TopSpin Medical, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
Amendment to Employment AgreementEmployment Agreement • January 19th, 2007 • Topspin Medical Inc
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”) .
