SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit
10.5
SECOND
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This
AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of the 1st
day of
August, 2007, by and among Brainstorm Cell Therapeutics Inc., a Delaware
corporation (the “Company”),
and
Ramot at Tel Aviv University Ltd. ("Ramot").
RECITALS
WHEREAS,
Ramot is a holder of warrants to purchase 6,363,849 shares of Common Stock
of
the Company that were issued to it in connection with the Company’s entrance
into a License Agreement;
WHEREAS,
the Company and Ramot (as well as other warrant holders) entered into a
Registration Rights Agreement, dated July 18, 2005, setting forth such
registration rights and related matters (the “Original
Agreement”);
and
WHEREAS,
the Company and Ramot (as well as other warrant holders) made certain amendments
to the Original Agreement within the framework of an Amended and Restated
Registration Agreement dated March 31, 2006 ("Second
Agreement"),
which
amended and replaced the Original Agreement;
WHEREAS,
the Company and Ramot wish to make certain amendments to Ramot's rights pursuant
to the Second Agreement, and in order to give effect to such amendments, the
Company and Ramot agree to amend and replace the Second Agreement (with respect
to Ramot only) with this Agreement, such that the terms of this Agreement shall
be deemed to apply as of July 18, 2005;
NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Registration
Rights.
The
Company covenants and agrees as follows:
1.1 Definitions.
For
purposes of this Agreement:
(i) The
term
“Common
Stock”
means
(except where the context otherwise indicates) the Common Stock of the Company,
par value $0.00005 per share.
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(ii) The
term
"Registrable
Securities"
means
the Warrants and the Common Stock issuable upon exercise of the Warrants,
provided that such securities shall cease to constitute “Registrable Securities”
for purposes of this Agreement on the earlier of (x) the expiration date of
the
Warrants or (y) such earlier time as when (A) a registration statement with
respect to the resale of such securities shall have been declared effective
by
the Commission and such securities shall have been sold pursuant thereto, (B)
such securities shall have been sold in satisfaction of all applicable resale
provisions of Rule 144 under the Securities Act, (C) all of Ramot's Registrable
Securities may be resold pursuant to Rule 144(k) under the Securities Act (or
any successor provision) or all of Ramot's Registrable Securities may be resold
in a single ninety (90) day period under Rule 144(e)(1)(i) of the Securities
Act, or (D) such securities cease to be issued and outstanding for any
reason.
(iii) The
term
“Commission”
shall
mean the Securities and Exchange Commission.
(iv) The
term
“Person”
shall
mean an individual, a corporation, a partnership, a joint venture, a trust,
an
unincorporated organization, a limited liability company or partnership, a
government and any agency or political subdivision thereof.
(v) The
term
“Securities
Act”
means
the Securities Act of 1933, as amended.
(vi) The
term
“Warrants”
shall
mean the warrants to purchase an aggregate of 6,363,849 shares of Common Stock
of the Company (the “Original
Warrants”)
and
all warrants issued upon transfer, division or combination of, or in
substitution for, the Original Warrant, or such warrants issued in respect
thereof.
(vii) The
term
“1934
Act”
means
the Securities Exchange Act of 1934, as amended.
1.2 Piggyback
Rights on Company and/or ACCBT Corp. Registration.
If (but
without any obligation to do so) the Company and/or ACCBT Corp. proposes to
register for sale for its own account or for the account of any shareholders
of
the Company other than Ramot any Common Stock under the Securities Act in
connection with the public offering of such Common Stock (other than a
registration relating solely to the sale of securities to participants in a
Company stock plan, a registration relating to a corporate reorganization or
other transaction under Rule 145 of the Securities Act, a registration on
any form that does not permit secondary sales or include substantially the
same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which
the
only Common Stock being registered is Common Stock issuable upon conversion
of
debt securities that are also being registered), the Company shall, at such
time, promptly give Ramot written notice of such registration. Upon the written
request of Ramot, given within twenty (20) days after mailing of such notice
by
the Company, the Company shall, subject to the provisions of this
Section 1, use all reasonable efforts to cause all of the Registrable
Securities that Ramot has requested to be registered to be included in such
registration under the Securities Act. In furtherance of the foregoing, the
Company shall
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(i) prepare
and file with the Commission such amendments and post-effective amendments
to
the registration statement in which the Registrable Securities are to be
included (the "Registration
Statement")
as may
be necessary to keep such Registration Statement effective; cause the Prospectus
to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 under the Securities Act; and comply with
the
provisions of the Securities Act and the applicable rules with respect to the
disposition of all securities covered by the Registration Statement during
the
applicable period in accordance with the intended method or methods of
distribution set forth in such Registration Statement or supplement to the
Prospectus;
(ii) upon
the
occurrence of any event that would cause the Registration Statement or the
Prospectus (i) to contain an untrue statement of material fact or omit to state
any material fact necessary to make the statements therein not misleading or
(ii) not to be effective and usable for the resale of all or part of the
Registrable Securities by Ramot, the Company shall promptly file an appropriate
amendment to the Registration Statement curing such defect, and, if Commission
review is required, use its best efforts to cause such amendment to be declared
effective as soon as practicable;
(iii) advise
Ramot promptly (i) when any Prospectus supplement or post-effective amendment
has been filed, and, with respect to any successor Registration Statement or
any
post-effective amendment thereto, when the same has become effective, (ii)
of
any request by the Commission for amendments to the Registration Statement
or
amendments or supplements to the Prospectus or for additional information
relating thereto, (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of the Registration Statement under the Securities
Act or of the suspension by any state securities commission of the qualification
of the Registrable Securities for offering or sale in any jurisdiction, or
the
initiation of any proceeding for any of the preceding purposes, (iv) of the
existence of any fact or the happening of any event that makes any statement
of
a material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes
in
the Registration Statement in order to make the statements therein not
misleading, or that requires the making of any additions to or changes in the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Registrable Securities under state securities or "blue
sky"
laws, the Company shall use its best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;
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(iv) use
its
best efforts to register or qualify or cooperate with Ramot and its respective
counsel in connection with the registration or qualification of the Registrable
Securities under the securities or "blue sky" laws of any such jurisdictions
in
the United States as Ramot reasonably requests in writing, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process
in
any such states or jurisdictions;
(v) furnish
to Ramot copies of any Registration Statement or any Prospectus included therein
or any amendments or supplements to any such Registration Statement or
Prospectus;
(vi) if
requested by Ramot, promptly include in any Registration Statement or
Prospectus, pursuant to a supplement or post-effective amendment if necessary,
such information as Ramot may reasonably request to have included therein,
including, without limitation, information relating to the "Plan of
Distribution" of the Registrable Securities; and make all required filings
of
such Prospectus supplement or post-effective amendment as soon as practicable
after the Company is notified of the matters to be included in such Prospectus
supplement or post-effective amendment;
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(vii) in
the
event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering;
(viii) use
its
reasonable best efforts to comply with all applicable rules and regulations
of
the Commission; and
(ix) provide
promptly to Ramot, upon request, each document filed with the Commission
pursuant to the requirements of Section 13 or Section 15(d) of the Exchange
Act.
(x) Right
to Terminate Registration.
The
Company and ACCBT Corp., as the case may be, shall each have the right to
terminate or withdraw any registration initiated by it under this
Section 1.2 prior to the effectiveness of such registration whether or not
Ramot has elected to include securities in such registration. The expenses
of
such withdrawn registration shall be borne by the Company in accordance with
Section 1.5 hereof.
(xi) Underwriting
Requirements.
In
connection with any offering involving an underwriting of shares of the Common
Stock, the Company shall not be required under this Section 1.2 to include
Ramot’s shares of Common Stock in such underwriting unless Ramot accepts the
terms of the underwriting as agreed upon between the Company and the
underwriters selected by the Company and enters into an underwriting agreement
in customary form with such underwriter or underwriters, and then only in such
quantity as the managing underwriter determine in its sole discretion will
not
jeopardize the success of the offering by the Company as provided in Section
1.3
below.
1.3 Deferral
/ Cutback Provisions.
(i) Notwithstanding
any other provision of Section 1.2 relating to a registration by the
Company for its own account, if the managing underwriter of the Company’s
securities being offered in a public offering pursuant to such registration
statement advises the Company that the amount to be sold by Persons other than
the Company (including without limitation Ramot and ACCBT Corp) (collectively,
“Selling Stockholders”) is greater than the amount that can be offered without
adversely affecting the offering of Common Stock by the Company, the Company
may, subject to the next following sentence, reduce the amount offered for
the
accounts of Selling Stockholders (including Ramot and ACCBT Corp., if included
in the Selling Stockholders) to a number deemed advisable by such managing
underwriter. The number of shares of Common Stock held by Selling Stockholders
to be excluded shall be determined in the following order of priority: (1)
securities held by any Persons not having any such contractual, incidental
“piggyback” registration rights, (2) securities held by any Persons having
contractual, incidental “piggyback” registration rights pursuant to any
agreement providing similar “piggyback” registration rights to this Agreement,
(3) securities held by any Persons having contractual, incidental “piggyback”
registration rights pursuant to an agreement providing similar “piggyback”
registration rights that expressly provides that the number of such shares
of
Common Stock proposed to be included in a Company-initiated registered offering
shall not be reduced until after any shares of Common Stock held pursuant to
contractual rights that do not expressly provide for such priority under such
circumstances have been excluded from such underwriting, and (4) a portion
of
the Registrable Securities and securities held by ACCBT Corp. sought to be
included by the holders thereof as determined pro rata based upon the aggregate
number of securities proposed to be sold by such holders.
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(ii) Notwithstanding
any other provision of Section 1.2 relating to a registration by the
Company of the Company's securities held by ACCBT Corp., if the managing
underwriter of such securities being offered in a public offering pursuant
to
such registration statement advises ACCBT Corp that the amount to be sold by
Ramot pursuant to such registration is greater than the amount that can be
offered without adversely affecting the offering of Common Stock of the Company,
the Company may reduce the amount offered for the accounts of Ramot and ACCBT
Corp to a number deemed advisable by such managing underwriter pro rata to
the
aggregate number of securities proposed to be sold by ACCBT Corp and
Ramot.
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(iii) The
Company shall not be required to effect a registration or take any actions
pursuant to this Section 1 in any particular jurisdiction in which the
Company would be required to execute a general consent to service of process
in
effecting such registration, unless the Company is already subject to service
in
such jurisdiction and except as may be required under the Securities
Act.
1.4 Information
from Ramot.
It
shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Section 1 with respect to the Registrable
Securities of Ramot that Ramot shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method
of disposition of such securities as shall be required to effect the
registration of Ramot’s Registrable Securities. Failure on the part of Ramot to
furnish such information to the Company within such reasonable time period
as
the Company shall specify in its notice to Ramot shall relieve the Company
of
its obligations to include any Registrable Securities held by Ramot in the
registration with respect to which such notice was given.
1.5 Expenses
of Registration.
The
Company shall bear all fees and expenses incurred in connection with
registrations, filings or qualifications pursuant to this Agreement including
all registration, filing and qualification fees, printers’ and accounting fees,
fees and disbursements of counsel for the Company, but excluding (i)
underwriting discounts and commissions and (ii) fees and disbursements of any
counsel for Ramot, which shall be borne pro rata by Ramot based upon the number
of Registrable Securities that are being registered.
1.6 Delay
of Registration.
Ramot
shall not have any right to obtain or seek an injunction restraining or
otherwise delaying any such registration as the result of any controversy that
might arise with respect to the interpretation or implementation of this
Section 1.
1.7 Indemnification.
In the
event any Registrable Securities are included in a registration statement under
this Section 1:
(i) To
the
extent permitted by law, the Company will indemnify and hold harmless Ramot,
the
partners or officers, directors and shareholders of Ramot, legal counsel and
accountants for Ramot, any underwriter (as defined in the Securities Act) for
Ramot and each person, if any, who controls Ramot or underwriter within the
meaning of the Securities Act or the 1934 Act, against any losses, claims,
damages or liabilities (joint or several) to which they may become subject
under
the Securities Act, the 1934 Act or any state securities laws, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”):
(i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus
or final prospectus contained therein or any amendments or supplements thereto,
(ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein
not
misleading, or (iii) any violation or alleged violation by the Company of
the Securities Act, the 1934 Act, any state securities laws or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any state
securities laws; and the Company will reimburse Ramot, underwriter or
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this subsection l.7(i) shall not apply to amounts paid in settlement of
any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss,
claim, damage, liability or action to the extent that it arises out of or is
based upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by Ramot, underwriter or controlling person; provided further,
however, that the foregoing indemnity agreement with respect to any preliminary
prospectus shall not inure to the benefit of Ramot or underwriter, or any person
controlling Ramot or underwriter, from whom the person asserting any such
losses, claims, damages or liabilities purchased shares in the offering, if
a
copy of the prospectus (as then amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) was not sent or given
by
or on behalf of Ramot or underwriter to such person, if required by law so
to
have been delivered, at or prior to the written confirmation of the sale of
the
shares to such person, and if the prospectus (as so amended or supplemented)
would have cured the defect giving rise to such loss, claim, damage or
liability.
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(ii) To
the
extent permitted by law, Ramot will indemnify and hold harmless the Company,
each of its directors, each of its officers who has signed the registration
statement, each person, if any, who controls the Company within the meaning
of
the Securities Act, legal counsel and accountants for the Company, any
underwriter, against any losses, claims, damages or liabilities (joint or
several) to which any of the foregoing persons may become subject, under the
Securities Act, the 1934 Act or any state securities laws, insofar as such
losses, claims, damages or liabilities (or actions in respect thereto) arise
out
of or are based upon any Violation, in each case to the extent (and only to
the
extent) that such Violation occurs in reliance upon and in conformity with
written information furnished by Ramot expressly for use in connection with
such
registration; and Ramot will reimburse any person intended to be indemnified
pursuant to this subsection l.7(ii), for any legal or other expenses reasonably
incurred by such person in connection with investigating or defending any such
loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this subsection l.7(ii) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if
such
settlement is effected without the consent of Ramot (which consent shall not
be
unreasonably withheld), provided that in no event shall any indemnity under
this
subsection l.7(ii) exceed the gross proceeds from the offering received by
Ramot.
8
(iii) Promptly
after receipt by an indemnified party under this Section 1.7 of notice of
the commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against
any
indemnifying party under this Section 1.7, deliver to the indemnifying
party a written notice of the commencement thereof and the indemnifying party
shall have the right to participate in, and, to the extent the indemnifying
party so desires, jointly with any other indemnifying party similarly noticed,
to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other
indemnified parties that may be represented without conflict by one counsel)
shall have the right to retain one separate counsel, with the fees and expenses
to be paid by the indemnifying party, if representation of such indemnified
party by the counsel retained by the indemnifying party would be inappropriate
due to actual or potential differing interests between such indemnified party
and any other party represented by such counsel in such proceeding. The failure
to deliver written notice to the indemnifying party within a reasonable time
of
the commencement of any such action, if prejudicial to its ability to defend
such action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section 1.7, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this
Section 1.7.
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(iv) If
the
indemnification provided for in this Section 1.7 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect
to
any loss, liability, claim, damage or expense referred to herein, then the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall contribute to the amount paid or payable by such indemnified party as
a
result of such loss, liability, claim, damage or expense in such proportion
as
is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
statements or omissions that resulted in such loss, liability, claim, damage
or
expense, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to
information supplied by the indemnifying party or by the indemnified party
and
the parties’ relative intent, knowledge, access to information, and opportunity
to correct or prevent such statement or omission.
(v) Notwithstanding
the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall
control.
(vi) The
obligations of the Company Ramot under this Section 1.7 shall survive the
completion of any offering of Registrable Securities in a registration statement
under this Section 1, and otherwise.
1.8 Assignment
of Registration Rights.
The
rights to cause the Company to register Registrable Securities pursuant to
this
Section 1 may be assigned (but only with all related obligations) and shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any shares of Registrable
Securities), provided: (a) the Company is, within a reasonable time after
such transfer, furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee
agrees in writing to be bound by and subject to the terms and conditions of
this
Agreement; and (c) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the
transferee or assignee is restricted under the Securities Act.
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1.9 No
Limitations on Subsequent Registration Rights.
Ramot
hereby acknowledges that nothing herein shall restrict the Company in any way
from entering into any agreement with any holder or prospective holder of any
securities of the Company that would allow such holder or prospective holder
(a) to include such securities in any registration filed under
Section 1 hereof or (b) to demand registration of their
securities.
1.10 “Market
Stand-Off” Agreement.
Ramot
hereby agrees that it will not, without the prior written consent of the
underwriter, during the period commencing on the date of the final prospectus
relating to a Company public offering and ending on the date specified by the
Company and the managing underwriter (such period not to exceed ninety (90)
days) (i) lend, offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, or otherwise transfer or dispose of, directly
or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock (whether such shares or any such
securities are then owned by Ramot or are thereafter acquired) other than
Registrable Securities that Ramot is entitled to have included in such public
offering pursuant to Section 1.3, or (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the Common Stock other than Registrable Securities
that Ramot is entitled to have included in such public offering pursuant to
Section 1.3, whether any such transaction described in clause (i) or (ii)
above is to be settled by delivery of Common Stock or such other securities,
in
cash or otherwise. The foregoing undertaking shall only apply if identical
restrictions are imposed on ACCBT Corp. The underwriters in connection with
any
public offering by the Company are intended third party beneficiaries of this
Section 1.10 and shall have the right, power and authority to enforce the
provisions hereof as though they were a party hereto.
In
order
to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the Registrable Securities of Ramot (and the shares
or securities of every other person subject to the foregoing restriction) until
the end of such period.
1.11 Termination
of Registration Rights.
Ramot
shall not be entitled to exercise any right provided for in this Section 1
with respect to Registrable Securities held by Ramot after the earlier of (A)
a
registration statement with respect to the resale of such Registrable Securities
shall have been declared effective by the Commission and such securities shall
have been sold pursuant thereto, (B) such Registrable Securities shall have
been
sold in satisfaction of all applicable resale provisions of Rule 144 under
the
Securities Act, (C) Ramot’s Registrable Securities may be resold pursuant to
Rule 144(k) under the Securities Act (or any successor provision) or all of
Ramot's Registrable Securities may be resold in a single ninety (90) day period
under Rule 144(e)(1)(i) of the Securities Act, or (D) such Registrable
Securities cease to be issued and outstanding for any reason.
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2. Miscellaneous.
2.1 Successors
and Assigns.
Except
as otherwise provided herein, the terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties (including transferees of any shares of Registrable
Securities). Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective
successors and assigns any rights, remedies, obligations, or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.
2.2 Governing
Law.
This
Agreement shall be governed by and construed under the laws of the State of
New
York, without regard to the conflict of law principles of such
state.
2.3 Counterparts.
This
Agreement may be executed in two or more counterparts, each of which shall
be
deemed an original, but all of which together shall constitute one and the
same
instrument.
2.4 Titles
and Subtitles.
The
titles and subtitles used in this Agreement are used for convenience only and
are not to be considered in construing or interpreting this
Agreement.
2.5 Notices.
Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given upon personal delivery
to the party to be notified or upon delivery by confirmed facsimile
transmission, nationally recognized overnight courier service, or five days
after the same shall have been deposited with the United States Post Office,
by
registered or certified mail, postage prepaid and addressed to the party to
be
notified at the address indicated for such party on the signature page hereof,
or at such other address as such party may designate by ten (10) days’ advance
written notice to the other parties.
2.6 Entire
Agreement: Amendments and Waivers.
This
Agreement constitutes the full and entire understanding and agreement among
the
parties with regard to the subject matter hereof and thereof and replaces any
previous agreements regarding the subject matters hereof, including but not
limited to the Second Agreement. For the avoidance of doubt the Second Agreement
shall cease to be in effect as between the Company and Ramot, but shall remain
in effect as between the Company and the additional warrant holders specified
therein. Any term of this Agreement may be amended and the observance of any
term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written
consent of the parties. Any amendment or waiver effected in accordance with
this
paragraph shall be binding upon the parties and each future holder of the
Registrable Securities.
2.7 Severability.
If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.
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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
| COMPANY | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxx | |
|
Xxxxx Xxxxxxx |
||
|
|
Title: CFO | |
| ACCBT Corp. for purposes of Sections 1.3(i) and 1.3(ii) | ||
| |
|
|
| By: | /s/ Xxxxx Xxxxxxxx | |
|
Xxxxx Xxxxxxxx |
||
|
|
Title: President | |
| Ramot at Tel Aviv University Ltd. | |||
| /s/ Xxxxxx Niv | |||
|
Xxxxxx Niv |
|||
| Title: CEO |
| /s/ Ze’xx Xxxxxxxxx Ph D. | |||
|
Ze’xx Xxxxxxxxx Ph D. |
|||
|
Title:
Executive Vice President
Business
Development
|
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