Exhibit
10.10


 


TUNRKEY
MANUFACTURING AGREEMENT


 


This
agreement is effective as of the November 7, 2013 (the Effective Date) by and between: 


 


INVASIX
Ltd., with a principal place of business at Tavor building, POB 533, Yokneam, Israel, Hereinafter
referred to as “Customer”


 


And


 


STI
Laser Industries Ltd., with a principal place of business at Industrial Zone Or Aqiva 3065001
P.O.B. 34, Israel


 


Hereinafter
referred to as “Contractor”


 


		Whereas	Customer
designs, manufactures and sells a medical device for use in the area of liposuction which includes subassemblies, components and
know-how that is confidential and proprietary property of Customer; and



 


		Whereas	Customer
desires to buy manufacturing services; and



 


		Whereas	Contractor
is in the business of manufacturing and assemblies; and



 


		Whereas	Contractor
declares that it has an approved enterprise status for the manufacturing and assembly of medical devices, and it has no knowledge
of circumstances that should bring to the termination of such status; and



 


		Whereas	Contractor declares
that it has all the capabilities and equipment to supply manufacturing services for Customer’s Products stipulated in Appendix
A attached hereto; and



 


		Whereas	Contractor
desires to supply its manufacturing services to Customer and use in accordance with Customer specifications and standards as well
as other general commercial practices.



 


Now
therefore, the Parties hereto have agreed and do hereby agree as follows: 


 


1.
Precedence


 


		1.1	The
terms and conditions and appendices herein shall govern all services performed by Contractor pertaining to the subject matter.



 


		1.2	It
is the intent of the Parties that this Agreement and its appendices represent the entire agreement and prevail over the terms
and conditions of any purchase order, acknowledgment form or order instruction.



 




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2.
Term


 


This
Agreement shall commence on the Effective Date and shall continue for an initial term until December 2014. This Agreement shall
automatically be renewed for successive one (1) year increments unless either Party requests in writing, at least ninety (90) days
prior to the anniversary date, that this Agreement not to be renewed.


 


3.
Scope of Work


 


Contractor
will pursuant to the specifications given by Customer, perform manufacturing services on behalf of Customer on a turnkey basis.
These manufacturing services shall include, but not be limited to, labor, materials, testing, packaging and delivery to Customer.


 


4. Contractor’s
Obligations


 


		4.1	Except
as otherwise expressly provided for in this Agreement, Contractor shall furnish all of the personnel, equipment (except for dedicated
equipment as listed in Clause 5 below) and any other items that are necessary or appropriate to perform the Work, and will bear
all costs and expenses involved in the maintenance, repair and operation of the Equipment and the performance of the Work. The
Personnel shall be trained and efficient and qualified to perform the Work and the Equipment shall be adequate, serviceable and
maintained in first-class operating condition, to the extent applicable. Contractor shall also, as part of the Work, apply for
and obtain all governmental permits and approvals required for the Work.



 


		4.2	Contractor
shall provide Customer among other with the following services, based on Customers written supplied procedures:



 


-   Material
planning


 


-   Material
procurement


 


-   Manufacturing
quality records


 


-   Final
assembly and integration of the Product


 


-   In
circuit test


 


-   Functional
test


 


-   Packaging
and delivery.


 




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		4.3	Contractor’s
production facilities



 


Contractor
will be obliged to allocate to Customer, production and storage space as well as trained production and testing personnel as an
integral part of this Agreement.


 


Contractor
shall have the EN IS013485 standard for the production facility. During the term of this agreement, the manufacturing services
provided by the Contractor hereto shall confirm in all respects with the EN ISO13485 standard.


 


5.
Customer’s obligations


 


Customer
will provide the following:


 


-  Dedicated
Equipment according to the Customer’s assembly instructions (Annex I)


 


Whereas
the Contractor shall be responsible for the routine maintenance of Customer’s dedicated equipment (as listed in Annex I), the Customer
shall bear all expenses required for annual calibration on a cost + 20% basis.


 


All
necessary equipment validations (related to Dedicated Equipment) shall be solely under Customer’s responsibility. Contractor will
support such activities as may be requested by Customer but Customer shall bear the responsibility and all related expenses.


 


-  Technical
specifications


 


-  Standard
Operation Procedures


 


-  Drawings


 


-  Bill
of Materials


 


-  Approved
Vendors list


 


-  Gerber
data, CAD files


 


-  Quality
requirements


 


-  All
external laboratory tests related to product/process validation shall be carried out by the Customer at his own responsibility.
In cases where the Contractor shall be requested to manage such external tests, the Customer shall bear all expenses based on cost
+ 20%.


 


-  Technical
support, as required.


 




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6.
Material Procurement 


 


The
material procurement undertaking, pursuant to this Agreement, will be carried-out by the Contractor. The Contractor carries full
responsibility to the material procurement. The Customer will advance 50% of the total value of the manufacturing of the first
2000 units (according to an average price of US$70 per unit) from the Effective Day to finance material procurement.


 


		6.1	Contractor
is authorized to purchase materials using standard purchasing practices including, but not limited to acquisition of materials
recognizing Economic Order Quantity, HSN buy policy and long lead time components management, in order to meet the requirements
of Customer’s orders and forecasts.



 


		6.2	Economic Order Quantity
(“EOQ”) for items which are un-returnable to vendor or unusable for other clients of the Contractor must be pre-approved
by Customer. For such pre-approved EOQ’s, Customer shall advance to the Contractor sums on account of future deliveries equal to
125% of the cost attributed to the quantity ordered’ exceeding the 3 months forecast and FGI’s finish goods inventory.



 


		6.3	Long
Lead Items



 


In
order to manage demand fluctuations Contractor shall suggest from time to time a list of LLI’s to be approved by the Customer,
based on Customer’s forecast submitted in writing. Contractor shall maintain in inventory certain quantities of LLI. “LLI”
shall mean Long Lead Item materials required in order to complete manufacture and supply of Products. For the avoidance of doubt
Customer shall have no additional liability with respect to the holding of LLI other than the liability provided herein below.


 


The
usage of LLI by Contractor for the manufacture of Products shall be by a written order by Customer in accordance with this Agreement,
stipulating the quantity Customer wishes Contractor to use. If Contractor holds LLIs based on any written requirement for more
than six (6) months after the last shipment of any Product to Customer, Customer shall be required to purchase such LLIs at 125%
of part cost (in case no work done). The purchase terms of such LLI’s, are similar to those set forth in Section 8.2 hereof.


 


		6.4	Contractor
is responsible for monitoring suppliers’ quality according to the specifications provided by Customer for all purchased
materials.



 


		6.5	Subject
to section 15 hereto, in the event of termination of this Agreement or a cancellation of a Purchase Order, and/or discontinuance
of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused material
inventory which are affected by such termination, cancellation or discontinuance, as follows:



 




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(i)
The cost+25% of material inventory, whether in raw form or work in process, which are not returnable to the vendor or usable for
other Contractor’s customers, including economic order quantities of unique parts.


 


(ii)
The cost+25% of materials on order which cannot be cancelled.


 


(iii)
Payment shall be made to Contractor against delivery of the compensated materials to Customer. The above compensation shall be
the sole compensation due to Contractor as a result thereof. The compensation for finished Products is as set out in Section 8.2
below.


 


		6.6	Contractor
shall undertake all possible efforts to cancel all applicable materials purchase orders and reduce materials inventory through
return for credit programs or allocate materials for alternate programs, if applicable.



 


		6.7	Notwithstanding
anything to the contrary herein customer shall be initial whenever it is obligated to pay for inventory to contractor, according
to part 6 to make an advance in the same amount, on account of such inventory with advanced shell be nonrefundable except to extend
to such inventory is consume in manufacturing of products for customer here after.



 


7.
Forecasts


 


		7.1	Customer shall
                                                                                                                                                                 issue to Contractor, on a monthly basis, a five (5) month rolling forecast setting forth projected demand for Product
                                                                                                                                                                 Products. In the event that the forecast will be delivered after the 15th day of the calendar month, then Customer will
                                                                                                                                                                 provide Contractor with a six (6) month rolling forecast (the “Forecast”).



 


Contractor
shall undertake all reasonable efforts, including expediting materials and allocating capacity, in order to support Customer’s
request for increased production.


 


		7.2	Contractor
will supply all orders that do not exceed the forecast at the delivery times set forth in each purchase order. Late deliveries
will carry (without prejudice) a late delivery charge at the rate of 0.25% per week for the first 14 days, 0.5% for per week thereafter
and not more than 2.5%, to be deducted from the consideration due to the Contractor for labor and mark-ups. To dispel any doubt
late deliveries will carry a late delivery charge only if the cause of such late deliveries is due to Contractor negligence.



 




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		7.4	Customer
tooling, etc.



 


All
Customers’ materials, tooling and equipment furnished to Contractor or paid for by Customer in connection with this Agreement and
all paid for Products shall:


 


		(i)	Be
clearly marked and remain the Customer’s property.



 


		(ii)	Be
kept free of liens and encumbrances.



 


		(iii)	Contractor
is responsible for the maintenance of the tooling and equipment.



 




8.
Customer Liability for Forecasts


 


		8.1	Customer’s
liability with respect to any and all demand signals provided by Customer, including but not limited to “purchase orders”
“forecasts” “schedules” “pick lists” with respect to any Products manufactured, produced,
procured, stored or delivered by Contractor, including, but not limited to, any direct or indirect costs related thereto or related
to components, work in progress and/or raw materials shall be limited to the amounts set forth in this Section 8 with respect
to finished Products and in Section 6 concerning components, work in progress and/or raw materials.



 


9.
Quality


 


		9.1	Contractor
shall permit Customer to audit its quality procedures, upon three (3) working days advance notice to Contractor and shall provide
all assistance which is reasonably necessary for Customer to evaluate the quality of the Products.



 


		9.2	Contractor
shall maintain quality assurance standards in accordance with EN ISO 13488. Contractor’s Quality Assurance, Control and
Inspection shall be in full compliance with EN ISO 13485 standards during the Terms of this Agreement.



 


		9.3	If
a product did not pass Customer’s Test Process then Contractor will perform two rounds of repairs on the Product, if after
such two rounds the Product still did not pass the ATP then Contractor will send the Product with a qualified personnel to Customer
for repair.



 


		9.4	In
case of vigilance and recall STI will allow audits of Notified Body when deemed necessary.



 


		9.5	Contractor
shall establish internal instruction / procedures that conform to Customer Quality System.



 




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10.
Warranty


 


For
the purpose of this Agreement, “Warranty Period” shall mean twelve (12) months as of the date of delivery to Customer.
Contractor represents and warrants that, for the Warranty Period, the Products (i) will be free from defects in workmanship, material
(to the same extent as the original manufacturer of the material warrants the Contractor), and manufacture; (ii) will comply with
the requirements of this Agreement, including all Specifications; and (iii) all services performed in connection with this Agreement
will be performed in a competent, professional and workmanlike manner, free from defects. Contractor further represents and warrants
that the Products will consist of new (not used or recycled) material, and the warranty provided in this Section shall not
apply to any Products that are (1) modified by Customer or any third party without Contractor’s written consent, (2) installed
or operated by Customer or any third party in a manner inconsistent with the Specifications or the terms and conditions of this
Agreement, or (3) damaged as the result of any negligence or misuse by Customer or any third party, or as the result of fire, casualty,
or other external cause.


 


11.
Engineering Changes


 


		11.1	Customer
may, upon advance written notice to Contractor, submit engineering changes for incorporation into the Products. Contractor will
make all efforts to review the engineering change and report to Customer within seven (7) working days of any implications of
the proposed changes. The report should include all possible implications on materials, delivery schedule, manufacturing process,
quality and product cost and shall also quote the Contractors costs for implementing the changes.



 


Customer
and Contractor will agree on all aspects of implications and shall accordingly make revisions in outstanding Purchase Orders -
if requested by Customer.


 


		11.2	Contractor
shall undertake all efforts to assure quick implementation of engineering changes.



 


12.
Delivery and Inspection. Title and Shipping


 


		12.1	Contractor
undertakes to report to Customer once (1) a week, or per Customer request, the quantity of Products ready for delivery.



 


13.
Price and Price Reviews


 


		13.1	Pricing
conditions for manufacturing services supplied under this Agreement are defined in Appendix B. All prices will be quoted in US
Dollars.



 


		13.2	Price
Review: Contractor and Customer will meet every three (3) months, during the term of this Agreement to review pricing and
determine the actions required by both sides in order to achieve cost reduction. The new prices that will be agreed to and the
said new prices that will come into effect will be reflected in the Purchase Orders submitted after such review.



 




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		13.3	It
is agreed that, for the sake of facilitating uninterrupted manufacturing, Contractor may purchase materials for Customer’s
products at prices higher than those agreed to with the following limitations:



 


		13.3.1.	For
price change which has a cost impact less than US$200, based on one (1) quarter consumption will not require prior authorization
from Customer. Contractor will be obliged to submit comprehensive written report to Customer, subsequent to such event.



 


		13.3.2	For price change which
has cost impact greater than US$200, based on one (1) quarter consumption will require prior written authorization from Customer.



 


		13.3.3	Customer shall answer
urgent requests for approvals for price change, within three (3) working days.



 


14.
Terms of Payments


 


		14.1	Contractor
will invoice Customer per each delivery. The invoice shall include all purchase order details. The invoice will be quoted in US
Dollars. Total invoice amount will be converted to NIS according to official exchange rate published by official authority in
Israel pursuant to clause 14.3.



 


Each
invoice will be added by official VAT rate according to tax laws of state of Israel.


 


		14.2	Contractor and Customer
agree to terms of payments of current plus thirty (30) days from the date of invoice.



 


		14.3	Prices will be in US$,
in any event, the exchange rate would be not less than 3.8 shekels to one US$ for 50% of the total Invoice, whereas the remaining
50% will be based on published official representative exchange rate.



 


		14.4	The Customer shall
forward to the Contractor a lump sum as an advanced payment equivalent to 50% of the payment due for the first 2000 units for financing
initial raw material purchasing. In case of increasing purchase orders the customer will pay advance payment of 50% from total
price of increased items for three (3) months.



 


		14.5	Delay of payment to
Contractor will bear interest according Bank Hapoalim published rate of annual exceptional interest.



 




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		14.6	Delay
of payment for more than thirty (30) days will be considered breach of Agreement and cause for Termination.



 


15.
Termination


 


		15.1	Termination
for cause



 


If
either Party fails to meet any one or more of the terms and conditions as stated in either this Agreement or the Appendices, Contractor
and Customer agree to negotiate in good faith to resolve such default. If the defaulting Party fails to cure such default or submit
an acceptable written plan to resolve such default within thirty (30) days following notice of default, the non-defaulting Party
shall have the right to terminate this Agreement by furnishing the defaulting Party with sixty (60) days written notice of termination.


 


		15.2	Termination
without cause



 


Notwithstanding
anything to the contrary stated in this Agreement, either Party may terminate this Agreement at any time without cause by giving
to the other party, not less than four (4) months written notice.


 


		15.3	A
Party may immediately terminate this Agreement should the other party:



 


		(i)	become
insolvent;



 


		(ii)	enter into or
                                                                                                                                                     filing a petition, arraignment or proceeding seeking an order for relief under the bankruptcy/insolvency laws of its
                                                                                                                                                     respective jurisdiction; (iii) enter into a receivership of any of its assets; or, (iv) enter into a dissolution of
                                                                                                                                                     liquidation of its assets or an assignment for the benefit of its creditors.



 


16.
Effect of Termination


 


		16.1	In
the case of termination and unless otherwise stipulated, Contractor will deliver all services and/or deliverables and Customer
will pay in advance and prior to delivery for all items mentioned on a Purchase Order or Change Order accepted by Contractor before
expiration or Termination date.



 


		16.2	Except
where the termination is a result of Contractor’s default, Customer agrees to compensate Contractor for Products and materials
as stipulated in Sections 6 and 8 of this Agreement.



 


		16.3	Each
Party will promptly return to the other Party, all technical documentation (e.g. drawings, work instructions, data and design
sheets) and/or Confidential Documents related to the present Agreement.



 




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		16.4	Contractor
will return to customer all consigned materials, equipment and tooling stipulated in section 7.4 of this Agreement.



 


17.
Dispute Resolutions


 


		17.1	In the spirit of continued
cooperation, the Parties intend to and hereby establish the following dispute resolution procedure to be utilized in the unlikely
event any controversy should arise out of or concerning the performance of this Agreement.



 


		17.2	It is the intent of
the Parties that any dispute be resolved informally and promptly through good faith negotiations between Contractor and Customer.
Either Party may initiate negotiation proceedings by written notice to the other Party setting forth the particulars of the dispute.
The parties agree to meet in good faith to jointly define the scope and method to remedy the dispute, If these proceedings are
not productive of a resolution, then senior management of Contractor and Customer are authorized to and will meet personally to
confer in a bona fide attempt to resolve the matter.



 


		17.3	Should the foregoing
procedure not bring a mutually satisfactory solution within thirty (30) days, each Party will be free to proceed according to applicable
law.



 


18.
Limitation of Liability


 


		18.1	Neither Party shall
be liable to the other for any indirect, incidental, special or consequential damages resulting from this Agreement, including
but not limited to loss of profit, loss of production loss of contracts, even if either party or an authorized representative has
been advised of the possibility of such damages.



 


		18.2	Each Party (“Defaulting
Party”) agrees to protect, defend, indemnify and hold harmless the other Party (“Innocent Party”) from all sums,
costs, expenses and reasonable attorney’s fees which the Innocent Party may incur or actually be obligated to pay as a result of
any or all claims, demands, causes of action or final judgments in favor of any third person that relate to or arise from (i) a
breach of the obligations of the Defaulting Party as set forth herein, or (ii) a tort by the Defaulting Party.



 


The
Innocent Party undertakes to: (i) give the Defaulting Party prompt notice of any such claims, (ii) render reasonable assistance
to the Defaulting Party thereon, and (iii) permit the Defaulting Party to direct the defense of the settlement of such claims,
provided, that the Defaulting Party will enable the Innocent Party to be present in meetings with legal counsel to the defense
and court hearings, Settlement of claims outside of court will require the approval of the Innocent Party unless as part of the
settlement, a full waver is made in favor of such Innocent Party.


 




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19.
Patents Copyrights and Trademarks Indemnity


 


		19.1	As part of the general
indemnification set forth in Section 18.2 above, each Defaulting Party shall defend, indemnify and hold harmless the Innocent Party
from any claims by a third party of infringement of intellectual properties resulting from the acts of the indemnifying party pursuant
to this Agreement.



 


		19.2	Customer’s product
and designs contain certain elements that are proprietary to Customer. Furthermore, in the course of this agreement, technical
and commercial information of the Customer may be revealed or become known to the Contractor. Contractor shall keep in confidence
all information relating to the foregoing, shall not use any part of it for any purpose except the performance of this Agreement
and shall not enable any third party to use it, unless such information becomes public domain through no fault of the Contractor.
Contractor shall ensure that all employees privy to such proprietary and confidential information of the Customer are subject to
similar non-disclosure and non-use undertakings and are made aware of the proprietary and confidential nature of the information.



 


The
provisions of this clause 19.2 shall survive termination or expiration of the Agreement.


 


20.
Non-competition


 


		20.1	The Contractor and
the Customer will not be allowed to employ employees of the other Party, directly or indirectly, for one (1) year from the date
the employee has ceased to be employed by the other Party. The above mentioned restriction may be waived by either Parties provided
that it is done by a written and specific consent.



 


		20.2	During the Term of
this Agreement and for an additional period of two (2) years from the date of termination of this Agreement, the Contractor undertakes
not to produce on its own account and/or render manufacturing services to another customer who’s equipment is in the field of non-invasive
devises using light or radio frequency energy for the medical-aesthetic market.



 




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21.
General


 


		21.1	Force
Majeure. Neither Party shall be liable for any failure or delay in its performance under this Agreement due to acts of God,
acts of civil or military authority, fires, floods, earthquakes, riots, wars, sabotage, labor disputes, material unavailability
due to unwarranted production stoppage by supplier or any other cause beyond the reasonable control of the delayed party provided
that the delayed Party, (i) gives the other Party written notice of such cause, and (ii) uses its reasonable efforts to remedy
such delay in its performance.



 


		22.2	Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be deemed
null and void, and the remainder of the Agreement shall continue to be in full force and effect, while the Parties shall negotiate
in good faith to replace the provision with another enforceable one reflecting as closely as possible the Parties initial intention.



 


		22.3	Relationship of
the Parties. Each of the Parties shall at all times during the term of this Agreement act as, and shall represent itself to
be, an independent contractor. Neither Party shall have any right or authority to assume or create any obligations or to make any
representations or warranties on behalf of the other Party whether express or implied, or to bind the other party in any respect
whatsoever.



 


		22.4	Governing Law.
The construction, interpretation and performance of this Agreement and all transactions under it shall be governed by the law of
the State of Israel, and both Parties consent to jurisdiction by the courts of the City of Haifa.



 


		22.5	Choice of Language.
The original of this Agreement has been written in English. Any notices provided by any Party as required by this Agreement shall
be written in the English language.



 


		22.6	Notifications.
Any and all notices and other communications whatsoever under this Agreement shall be in writing, sent by registered mail or by
email or facsimile to the address set forth above. Notices sent via registered mail shall be deemed to have been delivered within
three (3) business days after the date posted. With regards to the normal course of business, notices sent via email or facsimile
shall be deemed to have been received one (1) business day following the date of transmission.



 


		22.7	Entire Agreement.
No amendment of this Agreement will be valid unless made in writing signed by a duly authorized representative of both Parties.
No provision of this Agreement will be deemed waived and breach or default excused unless the waiver or excuse is in writing and
signed by the Party issuing it. The terms and conditions contained in this Agreement terminate and supersede all prior oral or
written understanding between the Parties and shall constitute the entire agreement between them concerning the subject matter
of this Agreement.



 




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		22.8	This
Agreement may be executed in one or more counterparts each of which will be deemed the original, but all of which will constitute
but one and the same document. The Parties agree that this Agreement and its appendices may not be modified except in writing,
signed by both Parties.



 


In
Witness whereof, the Parties have caused this Agreement to be duly executed for and on behalf of:


 


	Contractor:	 	Customer:
	 	 	 	 	  
	Date: 	7/11/13	 	Date: 	7/3/13
	 	 	 	 	 
	Name: 	TOVY SIVAN	 	Name: 	MOSHE MIZRAHY
	 	 	 	 	 
	Title: 	CEO	 	Title: 	CEO
	 	 	 	 	 
	Signature:	/s/ Tovy Sivan	 	Signature:	/s/ Moshe Mizrahy


 




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Appendix A


 


Description


Tooling for assembly oring to small electrode base (3 PARTS)


Teflon edge cuting tool


External electrode into ARM insertion tool


Electrode to barb fixation tool assy


Thermistor PCB spring monting tool assy


Cutting tyvek jig base


Electrode shrinked coated edges cuting tool assy


Teflon shrinkage jig D30 or D25


Teflon shrinkage jig D39or D50


Vacuum tester


HP thermistor tester


Electrode shrinking tool


HP HI-POT tester


Gandus saldatrici.Wall roll dispenser with cutting device


Gandus saldatrici.RL 80-Slip roll


HI-POT TOS5052. Withstanding voltage tester


Fen HL2010E.(Digital display).


Ultrasonic MRC DC-400H


External electrode into ARM insertion tool


HP conductivity tester


Plier with costum lip for HP ARM cover closing


Label printer ML-412-300


Oven-Nabertherm  N120/45HA


Bodytite machine AS600000A


Teflon shrinkage jig(NECK)


CuttingTyvek jig(200mm)


TIP GRUED TO ELECTRODE DRYNG JIG ASSY


3M EPX Plus II  Manual Applikator(DMA 50)


Jig for FASETITE isolation coating shrinkage of elektrode in
oven


FACETITE electrode shrinked tube edge cuting tool assy.


TIP BULLET FOR CANULA OD45,OD33,OD25 PULLOUT LINK


TIP BULLET FOR CANULA OD18 PULLOUT LINK


Electrode shrinked tube edge cuting tool assy(17/39,25/39,25/50)


GANDUS SALDATRICI miniro H-net Evo


BodyFX tester


Gig For Bending Polyimid Tube with Temp. Sensor


Jig for Open Canula Leds


Jig for Close Canula Leds


HP TEMP.MEASUREMENT VERIFICATION GIG


RF HP TEMP. Tool


Salt Water Bath Jig For HP2217 ATP


PLUS 90, HP,Resistance JIG


JIG For Spring(HP1722xx)


JIG For ASSY Termistor(HP1722xx)


Thermistor PCB spring monting tool assy


External electrode into ARM insertion tool


HI-POT TOS5300. Withstanding voltage tester