exv10w6wii



 





Exhibit 10.6 (ii)




	 	 	 
	


	 	TopSpin Medical, Inc.









			
	 	 	 
	To: Erez Golan
	 	Date: August 22, 2005






Re: Revision to Loan, Share Purchase and Share Repurchase Agreement of 

December 9, 2002 (“Loan Agreement”)





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.




Upon consummation of the IPO the following provisions shall enter into effect:




	 	1.	 	The following shall follow on after Section 2.1
	 
	 	 	 	“Half of this loan and the interest accrued thereon shall be converted
to a grant on the second anniversary of the IPO, subject to your being
an employee or a consultant of the Company or any affiliate thereof at
the time and the remaining half of the loan and the interest accrued
thereon shall be converted to a grant on the third anniversary of the
IPO, subject to your being an employee or a consultant of the Company
or any affiliate thereof at the time.”
	 
	 	2.	 	Section 2.3 will be deleted and replaced with the following:
	 
	 	 	 	“Security Interest. As of the date of the Loan Agreement as security to
ensure the full and timely repayment of the Loan Amount, the Founder hereby
creates and grants to the Subsidiary for its benefit, and its successors and
assigns, a security interest in the shares held by the Founder in Erez Golan
Holdings Ltd. The shares subject to the security interest are referred to as the
“Pledged Founder Shares”. In the event of any default in repayment of the Loan
Amount, the Subsidiary shall be entitled to take










 




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	 	 	 	possession of the Pledged Founder Shares and, with respect to the Pledged Founder
Shares only, to exercise any and all rights afforded to a secured party under any
applicable law. In furtherance of the above, the Pledged Founder Shares shall be
stamped with a legend, as of the date hereof, stating that such securities have
been pledged to the benefit of the Subsidiary. In addition, the Founder
undertakes to execute any document required to register the pledge of the Pledged
Founder Shares with the Israeli Registrar of Pledges.






	 	 	 	The Subsidiary hereby represents, warrants and agrees that in the event that
the Loan Amount will not be repaid in full for any reason whatsoever, the
Subsidiary’s sole remedy shall be the foreclosure upon the Pledged Founder Shares.
The Subsidiary hereby irrevocably waives any and all other rights it may have both
in law and equity with respect to any default in repayment of the Loan Amount
(“Default”), and releases and forever discharges the Founder from any and all
actions, causes of action, suits, debts, dues, claims, liabilities, complaints and
demands whatsoever, however referred to and of any kind and/or nature, both in law
and equity, with respect to such Default, except with respect to the Pledged
Founder Shares.”
	 
	 	3.	 	The Subsidiary shall immediately return the Pledged Founder Share, as such term
is defined in the Loan Agreement in effect prior to this amendment, to the Founder and
the Company shall take all necessary actions to remove the legend from these share
certificate(s).






This letter constitutes an appendix to the Loan Agreement. All other provisions of
the Employment Agreement remain unchanged.



	 	 	 	 	 	 	 
	/s/ Michael Berman	 	 	 	/s/ Michael Berman	 	 
	 


	 	 	 	 

	 	 
	TopSpin Medical Inc.

	 	 	 	Topspin Medical (Israel) Ltd.	 	 












 




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I hereby declare that I have read and understood this letter and I agree
to its contents.




	 	 	 	 	 	 	 	 	 	 	 
	Signature:	/s/ Erez Golan	 	 
	Date:

	 	August 22, 2005	 
	 	 	 
	 
	 	 	 	 	Employee’s name:	 	Erez Golan	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	ID No.: