2.8. The Investor understands that although the Purchased Shares and Option Shares (the“Shares”) will be approved by the TASE for registration pursuant to Section 5.1 below, it will notbe permitted, except as specifically permitted herein upon any such sale or transfer beingpermitted under the applicable laws of the United States, including under the applicable provisionsof the 33 Act (as defined below) listed below that limit the transfer of securities, to transferthe Purchased Shares or the Option Shares to The Nominee Company of Bank Hapoalim Ltd. (the“Registration Company”). Therefore the Investor hereby declares and confirms its agreement that itshall not be able to sell or otherwise transfer any of the Purchased Shares or the Option Shares onthe TASE following their issuance and shall only be able to do so upon fulfillment of theconditions set forth herein. The Investor hereby agrees that he shall have no claim against theCompany, the TASE or anyone acting on their behalf, in connection with the Investor’s inability tosell or otherwise transfer the Shares through the TASE. In the event the sale or transfer of thePurchased Shares or the Option Shares through the TASE is permitted under the applicable laws ofthe United States, then the Investor shall execute any and all documentation and any and allinformation that the Company may request evidencing that such sale or transfer is permissible,including without limitation, providing opinions of counsel (qualified either in Israeli and/orUnited States) and written representations as may be required by the Company, the TASE or any othergovernmental authority. Following receipt of all documentation and information the Company requiresin connection therewith, the Company shall take action in order to remove the legend from the stockcertificates of the shares for which it is permissible under all applicable laws of the UnitedStates in a manner that will permit the transfer and registration of the shares in the name of theRegistration Company and the sale of such shares through the TASE and Investor shall bear and allcosts that the Company may incur in connection with such transfer.2.9. This Agreement is made with the Investor in reliance upon the Investor’s representationto the Company, which by the Investor’s execution of this Agreement, the Investor hereby confirms,that the securities being acquired under this Agreement (the “Securities”) to be acquired by theInvestor will be acquired for investment for the Investor’s own account, not as a nominee or agent,and not with a view to the resale or distribution of any part thereof, and that the Investor has nopresent intention of selling, granting any participation in, or otherwise distributing the same.By executing this Agreement, the Investor further represents that the Investor does not presentlyhave any contract, undertaking, agreement or arrangement with any person or entity to sell ortransfer to such person or entity or to any third person, with respect to any of the Securities.The Investor has not been formed for the specific purpose of acquiring the Securities.2.10. The Investor understands that the Securities have not been, and will not be, registeredunder the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder(the “33 Act”), by reason of a specific exemption from the registration provisions of the 33 Actwhich depends upon, among other things, the bona fide nature of the investment intent and theaccuracy of the Investor’s representations as expressed herein. The Investor understands that theSecurities are “restricted securities” under applicable U.S. federal and state securities laws andthat, pursuant to these laws, the Investor must hold the Securities indefinitely unless they areregistered with the U.S. Securities and Exchange Commission and qualified by state authorities, oran exemption from such registration and qualification requirements is available and such Securitiesare permitted to be transferred under this Agreement. The Investor acknowledges that the Companyhas no obligation to register or qualify the Securities. The Investor further acknowledges that ifan exemption from registration or qualification is available, it may be conditioned on variousrequirements including, but not limited to, the time and manner of sale, the holding period for theSecurities, and on requirements relating to the Company which are outside of the Investor’scontrol, and which the Company is under no obligation and may not be able to satisfy.2.11. The Investor understands that the Securities and any securities issued in respect of orexchange for the Shares, may bear one or all of the following legends: 2.11.1. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO,OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BEEFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OFCOUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIREDUNDER THE SECURITIES ACT OF 1933.”  2.11.2. Any legend required by the securities laws of any state to the extent such laws areapplicable to the Securities represented by the certificate so legended.
 
 

 
2.12. The Investor is an “accredited investor” within the meaning of Rule 501 of Regulation Dpromulgated under the 33 Act.2.13. The Investor hereby acknowledges and agrees that other than with respect to therepresentations provided to it by the Company in Section 3, the purchase of the Purchased Sharesand the execution of all other transactions contemplated hereunder are made on an “as-is” basis,and any other representations of any kind whatsoever, including any and all information anddocumentation the Investor received from the Company, are expressly excluded by the Company,including with respect to the Company’s financial, business or legal condition and with respect toany liabilities of the Company and the Investor understands that it shall have no claim against theCompany, its directors, officers or anyone on its behalf in connection with the status of theCompany or any information provided to it concerning the Company not specifically set forth inSection 3.3. Company Representations. The Company hereby represents and warrant to the Investor andacknowledges that the Investor is entering into this Agreement in reliance thereon, as follows:3.1. This Agreement has been duly executed and delivered by the Company and constitutes itsvalid and legally binding obligation, enforceable in accordance with its terms.3.2. The execution and delivery of this Agreement by the Company and the fulfillment of theterms hereof will not constitute a default under or conflict with any law or agreement or otherinstrument to which it is a party or by which it is bound.3.3. The Purchased Shares and the shares of Common Stock issuable upon the exercise of theOption (as defined below), if exercised, shall, as of their issuance, be equal in rights to theshares of Common Stock that exist as of the date hereof, subject to the limitations set forth,among others, in Section 2.4, 2.9 and 2.11 above.4. Option. In addition to the Purchased Shares, and subject to the receipt of the approvalsset forth in Section 5, the Company hereby grants the Investor, for no additional consideration, anunregistered option (the “Option”) to purchase up to 58,064,516 shares of Common Stock (the“Option Shares”) as follows:4.1. The Option shall be exercisable, in whole or in part, by providing written notice to theCompany, during the period starting from the date of issuance of the Purchased Shares until thefourth anniversary thereof (the “Option Period”), stating the amount of Option Shares beingexercised (the “Exercise Notice”). Upon conclusion of the Option Period, the Option shall terminateand be of no further force or effect.4.2. Once an Exercise Notice has been sent, it shall be irrevocable and not subject to change.The Investor hereby agrees to sign any and all documents required under any applicable law in orderfor the Company to issue the Option Shares upon the exercise of any of the Option.4.3. The exercise price per Option Share shall be NIS 0.01 (one AGORA) (the “Exercise Price”),which shall be paid in full to the Company together with the delivery of the Exercise Notice forthe exercise of such Option Shares.4.4. The Option will not be registered for trade on the TASE and is non-transferable. TheOption Shares shall be subject to all the limitations applicable to the Purchased Shares, includingwithout limitation, those set forth in Section 2.4, 2.8 and 2.10, *mutatis mutandis*.4.5. The Company represents and covenants that at all times during the Option Period thereshall be reserved for issuance and delivery upon exercise of the Option such number of OptionShares as is necessary for exercise in full of the Option.4.6. In the event the Company dissolves prior to the full exercise of the Option, then theInvestor shall be entitled to receive payment from any amounts distributed to the Company’sstockholders, in an amount equal to the amount it would have received upon dissolution of theCompany if the Investor was holding, immediately prior to the dissolution, all the unexercisedOption Shares, if any, minus the aggregate Exercise Price for all such shares4.7. The Option Shares and Exercise Price are subject to the following adjustment provisions:4.7.1. Subject to the following, if the Company distributes bonus shares where the record dateis prior to the conclusion of the Option Term, then in addition to the Option Shares that theInvestor is entitled to receive upon exercise of the Option in full and payment of the aggregateExercise Price therefor, shares in such number and class that the Investor would have been entitledto receive as bonus shares if it had exercised the Option immediately prior to the record date forsuch distribution.
 
 

 
The Exercise Price shall not change as a result of the addition of shares described above,provided that the Exercise Price shall not be lower than the par value of the Option Shares and theshares that were added as aforesaid. The provisions concerning Option Shares shall apply to theshares that were added as aforesaid, *mutatis mutandis*. In the event of any adjustment made pursuantto this Section, the Investor shall not be entitled to receive fractional shares.4.7.2. If the Company’s stockholders are offered to purchase, by way of a rights offering, anysecurities, then the number of Option Shares shall be adjusted to take into account the componentof the benefit in the rights offering as is expressed in the ratio of the price of the Company’sshare on the TASE on the record date for such rights to the basis rate “ex-rights”. In the event ofany adjustment made pursuant to this Section, the Investor shall not be entitled to receivefractional shares.The number of Option Shares shall only be adjusted in the event of a bonus share distributionand rights offering as set forth above, but not in the event of any other offering (includingofferings made to interested parties).4.7.3. If the Company distributes a dividend to its stockholders, then immediately followingthe record date for the receipt of such cash dividend, the Exercise Price shall be adjusted bymultiplying it by the fraction of the basis rate “ex-dividend” divided by the closing price of theCompany’s share on the TASE on the record date for the receipt of the dividend.4.7.4. If the Company shall combine or subdivide its shares, the number of Options Sharesshall be increased or decreased, as applicable, following such combination or subdivision. In suchevent, the aggregate Exercise Price shall remain unchanged.5. Conditions for the Investment. The issuance of the Purchased Shares and the payment ofthe Investment Amount by the Investor to the Company shall occur immediately following thefulfillment of all of the following conditions (provided the Investor is entitled at any time afterthe date hereof and before all of the following conditions are met, to provide the Company all orpart of the Investment Amount as advance on the account of its investment hereunder):5.1. Approval of the TASE for the registration of the Purchased Shares and Option Shares.5.2. Receipt of all additional approvals that may be required from the securities authoritiesin the United States and Israel, the TASE, any other authority in Israel or the United States orunder any applicable law in order to fulfill the terms hereof and register the Purchased Shares andOption Shares for trade on the TASE.6. Miscellaneous.6.1. The preamble and exhibits to this Agreement are an integral part hereof. The titles andsubtitles used in this Agreement are used for convenience only and are not to be considered inconstruing or interpreting this Agreement.6.2. This Agreement constitutes the full and entire understanding and agreement between theparties with respect to the subject matter hereof, and any other written or oral agreement relatingto the subject matter hereof existing between the parties are expressly canceled.6.3. Each party shall take any and all action that may be required, including signing onadditional documentation, providing information, voting shares, in order to fulfill the terms andintentions set forth herein.6.4. No delay or omission to exercise any right, power, or remedy accruing to any party uponany breach or default under this Agreement, shall be deemed a waiver of any other breach or defaulttheretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind orcharacter on the part of any party of any breach or default under this Agreement, or any waiver onthe part of any party of any provisions or conditions of this Agreement, must be in writing andshall be effective only to the extent specifically set forth in such writing. All remedies, eitherunder this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative andnot alternative.
 
 

 
6.5. This Agreement shall be governed by and construed according to the laws of the State ofDelaware without regard to the conflict of laws provisions thereof any matter governed by provided,however, that any and all issues relating to TASE rules or the Israeli Securities Laws, would begoverned by such rules and laws. If one or more provisions of this Agreement are held to beunenforceable under applicable law, such provision shall beexcluded from this Agreement and the balance of the Agreement shall be interpreted as if suchprovision were so excluded and shall be enforceable in accordance with its terms.6.6. All notices and other communications required or permitted hereunder to be given to aparty to this Agreement shall be in writing and shall be deemed to have arrived at its destination:(i) upon delivery or within 7 days of sending via registered mail; (ii) upon transmission if sentvia fax; upon delivery, if hand delivered, to the addresses or fax numbers listed in the preambleto this Agreement.6.7. The rights and obligations of the Investor under this Agreement may not be assigned.IN WITNESS WHEREOF, the parties have executed this Investment Agreement as of the date first abovewritten.     /s/ Ehud-Moshe Gilboa TopSpin Medical, Inc. /s/ Asher Shmulewitz Asher Shmulewitz