BRAINSTORM CELL THERAPEUTICS INC.Underwriting Agreement • August 13th, 2013 • Brainstorm Cell Therapeutics Inc. • Biological products, (no disgnostic substances) • New York
Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or each, an “Underwriter”) an aggregate of 23,529,411 units (the “Firm Units”), each Firm Unit consisting of (i) one share (the “Firm Shares”) of common stock, par value $0.00005 per share (the “Common Stock”), of the Company and (ii) 0.75 of one warrant (the “Firm Warrants”) to purchase one share of Common Stock (the “Firm Warrant Shares”). The Firm Units are collectively referred to as the “Units”, the Firm Shares are collectively referred to as the “Shares” and the Firm Warrants are collectively referred to as the “Warrants”. The Units, the Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are set f
COMMON STOCK PURCHASE WARRANT brainstorm cell therapeutics inc.Brainstorm Cell Therapeutics Inc. • August 13th, 2013 • Biological products, (no disgnostic substances) • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the third anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), up to [_______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is the Warrant to purchase Common Stock (this “Warrant”) issued pursuant to (i) the Underwriting Agreement, dated as of August 13, 2013, by and among the Company, Roth Capital Partners, LLC and M
