exv10w24



 





Exhibit 10.24




LOAN AGREEMENT




     THIS LOAN AGREEMENT (this “Agreement”) is made as of the 5th day of April, 2007
(the “Effective Date”), by and between the parties specified in Schedule 2.3 attached
hereto (each, a “Lender” and together, the “Lenders”), and TopSpin Medical, Inc., a company
organized and existing under the laws of the State of Delaware (the “Borrower”).



WITNESSETH:




     WHEREAS, the Lenders are controlling shareholders in the Borrower; and



     WHEREAS, Borrower desires to borrow the amount of up to $ 500,000 (Five Hundred Thousand U.S.
Dollars) from the Lenders for the purposes specified in Section 3 below; and



     WHEREAS, the Lenders are willing to lend such sum to Borrower, subject to the terms and
conditions of this Loan Agreement.



     NOW, THEREFORE, the parties agree as follows:




	1.	 	Preamble. The Preamble to this Agreement constitutes an integral part hereof.
	 
	2.	 	Loan.






	 	2.1	 	Subject to and in accordance with the terms of this Agreement, the Lenders shall
lend to Borrower and Borrower shall borrow from the Lenders the amount of $500,000 (Five
Hundred Thousand U.S. Dollars) (the “Loan Amount”).
	 
	 	2.2	 	The Loan Amount shall be paid by the Lenders to the Borrower in two installments
(each, an “Installment” and together, the “Installments”), as follows:






	 	(i)	 	$250,000 on April 16th, 2007.
	 
	 	(ii)	 	$250,000 no later than April 30th, 2007.






	 	2.3	 	The division of the Installments between the Lenders is as detailed in
Schedule 2.3 attached hereto.






	3.	 	Payment of Interest. The outstanding principal amount on each Installment shall bear
interest of 5.03% per annum (based upon the yield to maturity of U.S. treasury bills with
maturity of 3 months), compounded annually, from the date on which such Installment is wired
to the bank account of the Borrower until the repayment of such Installment in accordance with
Section 6 below.










 




2  










	4.	 	Use of Proceeds. The Borrower undertakes that the proceeds of the Loan shall be used
to fund the day-to-day operations of the Borrower.
	 
	5.	 	Term of the Agreement. The term of this Agreement shall be until the full repayment
of the Loan pursuant to the terms hereunder.
	 
	6.	 	Repayment.
	 
	 	 	The Loan Amount, together with the interest accrued thereon, shall become due and
payable upon the earlier of (i) the actual receipt of funds by the Borrower as the result of
a public listing in Tel Aviv Stock Exchange of the Borrower’s securities for which the net
proceeds is no less than $4,000,000, or (ii) 31st July 2007.
	 
	7.	 	Validity of Transaction. The Borrower declares that it has all requisite power and
authority to execute, deliver, and perform this Agreement. All necessary corporate
proceedings of the Borrower have been duly taken to authorize the execution, delivery, and
performance of this Agreement by the Borrower. This Agreement, when duly executed and
delivered by the Lender, shall constitute the legal, valid, and binding obligation of the
Borrower, enforceable as to the Borrower in accordance with its terms.
	 
	 	 	Each Lender declares that it has all requisite power and authority to execute, deliver, and
perform this Agreement. All necessary corporate proceedings of each Lender have been duly
taken to authorize the execution, delivery, and performance of this Agreement by such Lender.
This Agreement, when duly executed and delivered by each Lender, shall constitute the legal,
valid, and binding obligation of such Lender, enforceable as to such Lender in accordance
with its terms.
	 
	8.	 	Default. The Loan Amount and interest outstanding thereon will immediately become
due and payable upon any Event of Default as defined herein. The occurrence of any of the
following shall be an Event of Default:






	 	(a)	 	any material breach by the Borrower of any of its obligations or
representations under this Agreement;
	 
	 	(b)	 	the commencement by the Borrower of any liquidation proceedings or
the adoption of a winding up resolution by the Borrower, or the appointment of a
receiver or trustee over the whole or any part or the Borrower’s assets, or the
calling by the Borrower of a meeting of creditors for the purpose of entering
into a scheme or arrangement with them, and if any of the aforementioned actions
or proceedings is not canceled within ninety (90) days of its initiation; or
	 
	 	(c)	 	the levy of an attachment or the institution of execution
proceedings against the whole or a substantial part of the Borrower’s assets,
where such attachment or execution proceeding is not discharged within ninety
(90) days. The Borrower shall notify the Lenders within seventy-two (72) hours
of any such attachment or proceeding.










 



3








	9.	 	Miscellaneous.






	 	9.1	 	Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary to carry
out and give full effect to the provisions of this Agreement and the intentions of the
parties as reflected thereby.
	 
	 	9.2	 	Entire Agreement. This Agreement constitutes the entire understanding of
the parties with respect to the subject matter hereof. This Agreement may not be
modified or amended except by a written agreement signed by the parties hereto.
	 
	 	9.3	 	Notices, etc. All notices and other communications required or permitted
hereunder to be given to a party to this Agreement shall be in writing and shall be
telecopied or mailed by registered or certified mail, postage prepaid, or otherwise
delivered by hand or by messenger, addressed to such party’s address as set forth below
or at such other address as the party shall have furnished to each other party in
writing in accordance with this provision:





	 	 	 
	if to the Lenders:

	 	Pitango Venture Capital
	 

	 	11 HaMenofim St., Bldg. B
	 

	 	Herzliya 46725
	 

	 	Israel
	 

	 	Attn: Daphna Cohen-Gersht
	 

	 	Fax: +972-9-9718102
	 
	 	 
	 

	 	Giza Venture Capital
	 

	 	Ramat Aviv Tower, 12th floor
	 

	 	40 Einstein St.
	 

	 	Tel Aviv 61172
	 

	 	Israel
	 

	 	Attn: Allon Reiter
	 

	 	Fax: +972-3-6402319
	 
	 	 
	 

	 	Israel Seed Partners
	 

	 	Beit Hatayelet, 3rd floor
	 

	 	2 Beitar St.
	 

	 	Jerusalem 93386
	 

	 	Israel
	 

	 	Attn: Daniel Chinn
	 

	 	Fax: +972-2-5655122
	 
	 	 
	if to the Borrower:

	 	TopSpin Medical, Inc.
	 

	 	2 Yodfat Street
	 

	 	Lod 71921
	 

	 	Israel
	 

	 	Attn: Eyal Kolka
	 

	 	Fax: +972-8-9259003












 



4



	 	9.4	 	Governing Law. This Agreement shall be governed by the laws of the
State of Israel. Any dispute arising under or in connection with this Agreement shall
be settled exclusively before the courts of the State of Israel.





[REMAINDER OF THE PAGE HAS INTENTIONALLY BEEN LEFT BLANK]










 



5




     IN WITNESS WHEREOF, the parties have executed this Loan Agreement as of the date first above
written.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	Pitango Venture Capital Fund III (USA) L.P.	 	 	 	Pitango Venture Capital Fund III (USA) Non-Q L.P.
	 										
	Title:

	 	/s/ Zeev Binman, General Partner
& CFO	 	 	 	Title:	 	/s/ Zeev Binman, General Partner
& CFO	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	/s/
Bruce Crocker, General Partner

	 	 	 	 	 	/s/
Bruce Crocker, General Partner

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Principals Fund III (USA) LP	 	 	 	Pitango Venture Capital Fund III (Israeli Investors) L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	/s/ Zeev Binman, General Partner
& CFO	 	 	 	Title:	 	/s/ Zeev Binman, General Partner
& CFO	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	/s/
Bruce Crocker, General Partner

	 	 	 	 	 	/s/
Bruce Crocker, General Partner

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 	 	 
	Giza GE Venture Fund III, LP	 	 	 	Pitango Venture Capital Fund III Trusts 2000 L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	/s/ Ezer Soref, Managing Director	 	 	 	Title:	 	/s/ Zeev Binman, General Partner
& CFO	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	/s/
Ori Kirshner, Managing Partner

	 	 	 	 	 	/s/
Bruce Crocker, General Partner

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 	 	 
	Giza Venture Fund III Limited Partnership	 	 	 	Giza Alpinvest Venture Fund III, LP
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	/s/ Ezer Soref, Managing Director	 	 	 	Title:	 	/s/ Ezer Soref, Managing Director	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	/s/
Ori Kirshner, Managing Partner

	 	 	 	 	 	/s/
Ori Kirshner, Managing Partner

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 












 



6


	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 	 	 
	Giza Executive Venture Fund III, LP	 	 	 	Giza Gmulot Venture Fund III Limited Partnership.
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	/s/ Ezer Soref, Managing Director	 	 	 	Title:	 	/s/ Ezer Soref, Managing Director	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 

	 	/s/ Ori Kirshner, Managing Partner	 	 	 	 	 	/s/ Ori Kirshner, Managing Partner	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	   
	 
	 	 	 	 	 	 	 	 	 	 
	TopSpin Medical, Inc.	 	 	 	Israel Seed IV, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	Title:

	 	/s/ Eyal Kolka, CFO & Secretary	 	 	 	Title:	 	/s/ Neil Cohen, General Partner	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	April 5, 2007	 	 	 	Date:	 	April 5, 2007	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 











 



7


Schedule 2.3




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	First	 	Second	 	 
	 	 	Installment	 	Installment	 	 	 	 
	Name of Lender	 	($)	 	($)	 	 	 Total ($)	 
	Pitango Venture Capital Fund
III (USA) L.P

	 	 	62,964	 	 	 	62,964	 	 	 	125,928	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital Fund
III (USA) Non-Q L.P.

	 	 	5,821	 	 	 	5,821	 	 	 	11,642	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pitango Principals Fund III
(USA) L.P.

	 	 	2,216.5	 	 	 	2,216.5	 	 	 	4,433	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital Fund
III (Israeli Investors) L.P

	 	 	17,025.5	 	 	 	17,025.5	 	 	 	34,051	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital Fund
III Trusts 2000 L.P.

	 	 	4,432.5	 	 	 	4,432.5	 	 	 	8,865	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Giza GE Venture Fund III,
L.P.

	 	 	51,235	 	 	 	51,235	 	 	 	102,470	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Giza Venture Fund III Limited
Partnership

	 	 	7,693.5	 	 	 	7,693.5	 	 	 	15,387	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Giza Alpinvest Venture Fund
III, L.P.

	 	 	10,559	 	 	 	10,559	 	 	 	21,118	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Giza Executive Venture Fund
III, L.P.

	 	 	3,295	 	 	 	3,295	 	 	 	6,590	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Giza Gmulot Venture Fund III
Limited Partnership.

	 	 	1,419	 	 	 	1,419	 	 	 	2,838	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Israel Seed IV, L.P.

	 	 	83,339	 	 	 	83,339	 	 	 	166,678