Exhibit 10.4
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO BRAINSTORM CELL THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase 6,363,849 shares of Common Stock of
BrainStorm Cell Therapeutics Inc.
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT AT $0.01 PER SHARE
No. Issue Date: November 4, 2004
BRAINSTORM CELL THERAPEUTICS INC., a corporation organized under the
laws of the State of Washington (the "Company"), hereby certifies that, for
value received, Ramot at Tel-Aviv University Ltd. or its assigns (the "Holder"),
is entitled, subject to the terms set forth below, to purchase from the Company
at any time after the one year anniversary of the Issue Date (the "Vesting
Date") up to 5:00 p.m., E.S.T on the SIXTH anniversary of the Issue Date (the
"Expiration Date"), up to 6,363,849 fully paid and nonassessable shares of the
common stock of the Company (the "Common Stock"), $.00005 par value per share at
a per share purchase price of $0.01. The aforedescribed purchase price per
share, as adjusted from time to time as herein provided, is referred to herein
as the "Purchase Price." The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided herein. This
Warrant is that certain Warrant referred to in the Research and License
Agreement dated July 8, 2004 between the Company and the Holder (the "License
Agreement").
This Warrant, when issued and delivered in accordance with the terms
hereof will be duly authorized and validly issued, and the Common Stock issuable
upon the exercise hereof, when issued pursuant to the terms hereof and upon
payment of the exercise price, shall, upon such issuance, be duly authorized,
validly issued, fully paid and nonassessable.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "Company" means Brainstorm Cell Therapeutics Inc. and any
corporation which shall succeed or assume the obligations of Brainstorm Cell
Therapeutics Inc. hereunder.
(b) The term "Common Stock" includes (a) the Company's Common Stock,
$.00005 par value per share, as authorized on the date hereof, and (b) any other
securities into which or for which any of the securities described in (a) may be
converted or exchanged pursuant to a plan of recapitalization, reorganization,
merger, sale of assets or otherwise.
(c) The term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person (corporate or
otherwise) which the holder of the Warrant at any time shall be entitled to
receive, or shall have received, on the exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at any time shall be issuable or shall
have been issued in exchange for or in replacement of Common Stock or Other
Securities pursuant to Section 4 or otherwise.
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1. Exercise of Warrant.
1.1. Number of Shares Issuable upon Exercise. From and after
the Vesting Date through and including the Expiration Date, the Holder hereof
shall be entitled to receive, upon exercise of this Warrant in whole in
accordance with the terms of subsection 1.2 or upon exercise of this Warrant in
part in accordance with subsection 1.3, shares of Common Stock of the Company,
subject to adjustment pursuant to Section 4. This Warrant is fully vested as of
the Vesting Date.
1.2. Full Exercise. This Warrant may be exercised in full by
the Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in cash, wire
transfer or by certified or official bank check payable to the order of the
Company, in the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then exercisable by the Purchase Price then in
effect.
1.3. Partial Exercise. This Warrant may be exercised in part
(but not for a fractional share) by surrender of this Warrant in the manner and
at the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount obtained by multiplying (a)
the number of whole shares of Common Stock designated by the Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder hereof a new Warrant of like tenor, in the name of
the Holder hereof, the whole number of shares of Common Stock for which such
Warrant may still be exercised.
1.4. Fair Market Value. Fair Market Value of a share of Common
Stock as of a particular date (the "Determination Date") shall mean:
(a) If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of Securities Dealers, Inc.
Automated Quotation ("NASDAQ"), National Market System, the NASDAQ SmallCap
Market or the American Stock Exchange, LLC, then the closing or last sale price,
respectively, reported for the last business day immediately preceding the
Determination Date;
(b) If the Company's Common Stock is not traded on an
exchange or on the NASDAQ National Market System, the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then the average of the closing bid and ask prices reported for the last
business day immediately preceding the Determination Date;
(c) Except as provided in clause (d) below, if the
Company's Common Stock is not publicly traded, then as the Holder and the
Company agree, or in the absence of such an agreement, by arbitration in
accordance with the rules then standing of the American Arbitration Association,
before a single arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or
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(d) If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company's charter, then all amounts to
be payable per share to holders of the Common Stock pursuant to the charter in
the event of such liquidation, dissolution or winding up, plus all other amounts
to be payable per share in respect of the Common Stock in liquidation under the
charter, assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are outstanding
at the Determination Date.
1.5. Company Acknowledgment. The Company will, at the time of
the exercise of the Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing obligation of the
Company to afford to such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a bank or
trust company shall have been appointed as trustee for the Holder of the
Warrants pursuant to Subsection 3.2, such bank or trust company shall have all
the powers and duties of a warrant agent (as hereinafter described) and shall
accept, in its own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
1.7 Delivery of Stock Certificates, etc. on Exercise. The
Company agrees that the shares of Common Stock purchased upon exercise of this
Warrant shall be deemed to be issued to the Holder hereof as the record owner of
such shares as of the close of business on the date on which this Warrant shall
have been surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within ten (10) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder hereof, or as such Holder
(upon payment by such Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for
the number of duly and validly issued, fully paid and nonassessable shares of
Common Stock (or Other Securities) to which such Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which such Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share of Common Stock, together with any other stock or
other securities and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
2. Exercise.
(a) Payment upon exercise may be made at the option of the
Holder either in (i) cash, wire transfer or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate Purchase
Price, (ii) by delivery of Common Stock issuable upon exercise of the Warrants
in accordance with Section (b) below or (iii) by a combination of any of the
foregoing methods, for the number of Common Stock specified in such form (as
such exercise number shall be adjusted to reflect any adjustment in the total
number of shares of Common Stock issuable to the holder per the terms of this
Warrant) and the holder shall thereupon be entitled to receive the number of
duly authorized, validly issued, fully-paid and non-assessable shares of Common
Stock (or Other Securities) determined as provided herein.
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(b) In lieu of exercising this Warrant for cash, wire transfer
or certified or official bank cheque, the holder may elect to receive shares
equal to the value (as determined below) of this Warrant (or the portion thereof
being cancelled) by surrender of this Warrant at the principal office of the
Company together with the properly endorsed Subscription Form in which event the
Company shall issue to the holder a number of shares of Common Stock computed
using the following formula:
X=Y (A-B)
---------
A
Where X= the number of shares of Common Stock to be
issued to the holder
Y= the number of shares of Common Stock
purchasable under the Warrant or, if only a
portion of the Warrant is being exercised,
the portion of the Warrant being exercised
(at the date of such calculation)
A= the Fair Market Value of one share of the
Company's Common Stock (at the date of such
calculation)
B= Purchase Price (as adjusted to the date of
such calculation).
3. Adjustment for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at
any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder of this
Warrant, on the exercise hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant, immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of the
Company following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense deliver or
cause to be delivered the stock and other securities and property (including
cash, where applicable) receivable by the Holder of the Warrants after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a "Trustee") as trustee for the Holder of the Warrants.
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3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the Other Securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any Other Securities, including, in the case of any
such transfer, the person acquiring all or substantially all of the properties
or assets of the Company, whether or not such person shall have expressly
assumed the terms of this Warrant as provided in Section 4. In the event this
Warrant does not continue in full force and effect after the consummation of the
transaction described in this Section 3, then only in such event will the
Company's securities and property (including cash, where applicable) receivable
by the Holder of the Warrants be delivered to the Trustee as contemplated by
Section 3.2.
4. Extraordinary Events Regarding Common Stock. In the event that the
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this Warrant shall
thereafter, on the exercise hereof as provided in Section 1, be entitled to
receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the Warrants, the Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Purchase Price
and the number of shares of Common Stock to be received upon exercise of this
Warrant, in effect immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant. The Company will forthwith
mail a copy of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11 hereof).
5
6. Reservation of Stock, etc. Issuable on Exercise of Warrant. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrants, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of the Warrant. Prior to
the exercise of this Warrant, the holder shall not be entitled, by virtue of
holding this Warrant, to any rights of a stockholder of the Company, including
(without limitation) the right to vote, receive dividends or other distributions
or be notified of stockholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company).
7. Assignment; Exchange of Warrant. This Warrant is non-transferable by
the Holder and any purported transfer hereof is null and void, except, subject
to compliance with applicable securities laws, in the event of a transfer to a
Permitted Transferee of the Holder (the "Transferor"). For the purposes of this
Article 7, the term "Permitted Transferee" shall mean
(a) with respect to any Holder that is an entity, (1) any
party that is, directly or indirectly, controlling,
controlled by or under common control with, that
Holder, where the term "control" (including its
correlative meanings, the terms "controlling",
"controlled by" and "under common control with"), as
used with respect to any party, shall mean the
possession, directly or indirectly, of the power to
direct or cause the direction of the other and
policies of the Holder, whether through the ownership
of voting securities, by contract or otherwise (an
"Affiliate"), (2) any general or limited partner of
that Holder (a "Partner"), (3) any officer, general
partner, director or limited partner of that Holder
or any Partner (collectively, "Associates"), (4) the
heirs, executors, administrators, testamentary
trustees, legatees or beneficiaries of any Associate,
(5) any trust, corporation, partnership or other
entity substantially all the economic interests of
which are held by or for the benefit of that Holder,
its Affiliates, any Partner, Associate, their
spouses, children, parents, grandparents and
grandchildren (whether by birth or adoption); and
(b) with respect to any Holder that is an individual, (1)
the spouse, children, parents and grandchildren (in
each case, whether by birth or adopted) of that
Holder, (2) a person to whom Company Securities are
transferred by that Holder by will or the laws of
descent, inheritance and distribution and (3) a trust
established for the exclusive benefit of that Holder
and/or his or her Permitted Transferees;
provided that a person or party shall only be a Permitted Transferee of
a Holder for so long as the facts and circumstances giving rise to that status
do not change in a manner that would result in that party or person no longer
being such a Permitted Transferee after that change.
On the surrender for exchange of this Warrant, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with an opinion of counsel reasonably
satisfactory to the Company that the transfer of this Warrant will be in
compliance with applicable securities laws, the Company at its expense, but with
payment by the Transferor of any applicable transfer taxes, will issue and
deliver to or on the order of the Transferor thereof a new Warrant or Warrants
of like tenor, in the name of the Transferor and/or the Permitted Transferee(s)
specified in such Transferor Endorsement Form, calling in the aggregate on the
face or faces thereof for the number of shares of Common Stock called for on the
face or faces of the Warrant so surrendered by the Transferor. No such transfers
shall result in a public distribution of the Warrant; and the Company shall only
be responsible for "blue sky" compliance expenses for resales under any
registration statement filed in accordance with agreements between the Company
and the Holder for two (2) such transfers to two (2) applicable states of the
United States only.
6
Upon the issue to the Transferor of the new Warrant or Warrants of like
tenor, in the name of the Transferor and/or the Permitted Transferee(s)
specified in such Transferor Endorsement Form, the Permitted Transferee shall
execute any and all agreements of the Company to which Transferor is a party,
and shall become party thereto.
8. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
9. Registration Rights. The Company agrees to register the shares of
Common Stock underlying this Warrant (whether by demand, piggy back registration
or otherwise) by no later than December 31, 2006, and agrees to maintain the
effectiveness of a registration statement covering such shares until the earlier
of (i) the time at which all of the shares underlying the warrant then held by
the Holder could be sold in any 90 day period pursuant to Rule 144 under the
Securities Act or (ii) the expiration date of the warrant. These registration
rights shall be set forth fully in a separate registration rights agreement to
be entered into between the Company and the Holder
10. Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be:
(i) if to the Company to: 0000 Xxxxxx xx Xxxxxxxx, Xxx Xxxx, XX 00000xx
such other address as specified by the Company.
(ii) if to the Holder, to_____________________________ or to such other
address as specified by the Holder.
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11. Securities Matters. In order to make available the benefits of
certain rules and regulations of the Securities Exchange Commission (the
"Commission"), including without limitation Rule 144 and any successor rule or
regulation of the Commission, that may at any time permit the sale of the shares
of Common Stock issuable upon exercise of this Warrant to the public without
registration, the Company agrees (i) to file in a timely manner all reports,
statements and other information and documents required to be filed by it
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and (ii) whether or not the Company is subject to
the reporting and other filing requirements of Section 13 or 15(d) of the
Exchange Act, to file with the Commission and, within fifteen (15) days after
the date if would be required to file such reports with the Commission if it
were subject to such reporting and other filing requirements of the Exchange
Act, to deliver to the holder of this Warrant all such reports, information and
other documents as it would be required to file with the Commission if it were
subject to the requirements of Section 13 of 15(d) of the Exchange Act and
otherwise to make and keep publicly available all such information concerning
the Company as shall be necessary to enable the holder to comply with the
aforementioned rules and regulations of the Commission.
12. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Washington. Any dispute relating to this Warrant shall
be adjudicated in the State of Washington. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other provision.
IN WITNESS WHEREOF, the Company has executed this Warrant as of the
date first written above.
BRAINSTORM CELL THERAPEUTICS INC.
By:
-----------------------------------
Name:
Title:
8
EXHIBIT A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: BRAINSTORM CELL THERAPEUTICS INC.
The undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):
|_| ________ shares of the Common Stock covered by such Warrant,
or
|_| ________ shares of Common Stock covered by such Warrant
pursuant to the cashless exercise procedure set forth in
Section 2.
|_| the maximum number of shares of Common Stock covered by such
Warrant pursuant to the cashless exercise procedure set forth
in Section 2.
The undersigned herewith makes payment of the full purchase price for such
shares at the price per share provided for in such Warrant, which is
$___________. Such payment takes the form of (check applicable box or boxes):
|_| $__________ in lawful money of the United States, and/or
|_| the cancellation of such portion of the attached Warrant as is
exercisable for a total of _______ shares of Common Stock
(using a Fair Market Value of $_______ per share for purposes
of this calculation); and/or
|_| the cancellation of such number of shares of Common Stock as
is necessary, in accordance with the formula set forth in
Section 2, to exercise this Warrant with respect to the
maximum number of shares of Common Stock purchasable pursuant
to the cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
_______________________________________________________________ whose address is
_______________________________________________________________________________.
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the "Securities Act"), or pursuant to an exemption from
registration under the Securities Act.
Dated:___________________
----------------------------------------
(Signature must conform to name of holder
as specified on the face of the Warrant)
----------------------------------------
----------------------------------------
(Address)
9
EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto the person(s) named below under the heading "Permitted Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of BRAINSTORM CELL THERAPEUTICS INC. to which the within
Warrant relates specified under the headings "Percentage Transferred" and
"Number Transferred," respectively, opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of BRAINSTORM CELL THERAPEUTICS INC. with full power of substitution in the
premises.
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Permitted Transferees Percentage Transferred Number Transferred
--------------------- ---------------------- ------------------
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-------------------------------------------------------------------------------
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Dated: ______________, ___________
-----------------------------------------
(Signature must conform to name of holder
as specified on the face of the warrant)
Signed in the presence of:
----------------------------- -----------------------------------------
(Name)
-----------------------------------------
(address)
ACCEPTED AND AGREED:
-----------------------------------------
[PERMITTED TRANSFEREE]
-----------------------------------------
(address)
--------------------------------
(Name)
