exv10w18



 





Exhibit 10.18



TRANSFER OF THIS WARRANT DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) (RULE 901 THROUGH
RULE 905, AND PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM REGISTRATION




WARRANT CERTIFICATE



TO PURCHASE SHARES OF COMMON STOCK OF




TOPSPIN MEDICAL, INC.




			
	 	 	 
	No. 1
	 	22,800,000 Shares of Common Stock






     THIS CERTIFIES THAT, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, The Registration Company of Bank Hapoalim Ltd., or its registered assigns
(the “Holder”), is the registered owner of warrants to purchase up to 22,800,000
shares of Common Stock (the “Warrant Shares”) of TopSpin Medical, Inc., a Delaware corporation
(“Company”), at a purchase price per share equal to NIS 1.1, linked to the Israeli representative
rate of the US Dollar as of August 25, 2005. (the “Exercise Price”), and as may be adjusted
pursuant to Section 3 below. This Warrant shall not be terminable by the Company prior to the
Expiration Date. The maximum number of Warrant Shares so issuable under this Warrant Certificate
is sometimes referred to as the “Aggregate Number” (as such number may be increased or
decreased, as more fully set forth herein).


This Warrant is executed and delivered in connection with the initial public offering of the shares
of Common Stock and Warrants (Series 1) of the Company pursuant to that certain prospectus dated
August 25, 2005 filed by the Company with the Israeli Securities Authority Investment Agreement
(the “Prospectus”). This Warrant shall be void and all rights represented hereby shall cease on the
Expiration Date (as defined in Section 1 hereof).




     The Warrants are subject to the following provisions, terms and conditions:


1. Definitions. As used in this Warrant Certificate, unless the context otherwise
requires, the following terms have the following respective meanings:



“Aggregate Number” shall have the meaning set forth in the first paragraph of the Warrant
Certificate.



“Common Stock” shall mean the shares of common stock of the Company, currently provided for
in the Certificate of Incorporation of the Company, and including, for all purposes hereunder, any
other capital stock of the Company into which such shares of




 









 







common stock
may be converted or reclassified or that may be issued in respect of, in exchange for, or in
substitution of, such common stock by reason of any stock splits, stock dividends, distributions,
mergers, consolidations or like events.



“Expiration Date” shall mean the February 28, 2008.



“Person” shall mean an individual, corporation, partnership, trust or unincorporated
organization, or other legal entity, or a government or any agency or political subdivision
thereof.



2. Exercise; Issue of Certificates; Payment for Shares.



(a) The rights represented by this Warrant Certificate may be exercised at any time prior to the
Expiration Date by Holder hereof, in whole or in part (but not as to fractional shares of Common
Stock).



(b) This Warrant shall be exercisable by surrendering this Warrant Certificate to the Company at
its principal office, and upon payment to the Company of the Exercise Price for the Warrant Shares
being purchased.



(c) Certificates for the shares so purchased or a letter of allocation shall be delivered to Holder
hereof within a reasonable time, not later than the end of the month following the month , after
this Warrant Certificate shall have been so exercised, provided that 3 months have not passed since
the completion of the public tender and unless the Warrants have expired. A new Warrant Certificate
representing the number of shares, if any, with respect to which this Warrant Certificate shall not
then have been exercised shall also be delivered to Holder hereof within such time.



3. Adjustments to Exercise Price.



The Exercise Price shall be adjusted to confer on the Holder the original economic benefit
hereunder in the event of any increase or decrease in the number of outstanding shares of Common
Stock resulting from stock splits, reverse stock splits, stock dividends, reclassifications,
recapitalizations, consolidations or similar events, as described in the Prospectus.



4. Warrant Transferable. The transfer of this Warrant and all rights hereunder, in whole
or in part, is registerable at the office or agency of the Company by the Holder hereof in person
or by duly authorized attorney, upon surrender of this Warrant Certificate. Each taker and holder
of any Warrant, by taking or holding the same, consents and agrees that this Warrant Certificate,
when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant
Certificate shall have been so endorsed, may be treated by the Company and all other persons
dealing with this Warrant Certificate as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented by this Warrant Certificate, or to the
registration of transfer hereof on the books of the Company; and until due presentment for
registration of transfer on such books, the Company may treat the registered holder hereof as the
owner for all purposes, and the Company shall not be affected by notice to the contrary.



5. Warrant Certificates Exchangeable for Different Denominations. This Warrant
Certificate is exchangeable, upon the surrender hereof by the holder hereof at such office or
agency of




 









 










the
Company, for new Warrant Certificates of like tenor representing in the aggregate the right to
purchase the number of shares that may be purchased hereunder, each of such new Warrant
Certificates to represent the right to purchase such number of shares as shall be designated by
said holder at the time of such surrender; provided, however, that the new Warrant
Certificates so issued do not include the rights to fractional shares.



IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be executed as a deed by its
duly authorized officer and this Warrant Certificate to be dated September 1, 2005.




	 	 	 	 	 	 	 
	 	 	TopSpin Medical, Inc.
	 
	 	 	 	 	 	 
	 

	 	By: 	 	/s/ Erez Golan  /s/ Eyal
Kolka	 	 
	 

	 	 	 	 	 	 
	 	 	Name and Title: Erez Golan, President and CEO and
Eyal Kolka, CFO