AGREEMENT
EXHIBIT
10.50
THIS
AGREEMENT (the
“Agreement”)
is
made and entered into as of April 13, 2008, by and between Xxxxxx Xxxxxxxx
(“Shaltiel”),
and
Brainstorm Cell Therapeutics Inc. (the “Company”).
RECITALS
Whereas,
the
Company currently owes Shaltiel $1,250,000 (the “Debt”)
pursuant to (i) a Convertible Promissory Note, dated February 7, 2006, issued
by
the Company to Shaltiel in the original principal amount of $500,000 (as amended
from time to time, the “February
Note”),
(ii)
a Convertible Promissory Note, dated June 5, 2006, issued by the Company to
Shaltiel in the original principal amount of $500,000 (as amended from time
to
time, the “June
Note”),
(iii)
a Convertible Promissory Note, dated September 14, 2006, issued by the Company
to Shaltiel in the original principal amount of $100,000 (as amended from time
to time, the “September
Note”,
and
collectively with the February Note and the June Note, the “Convertible
Promissory Notes”)
and
(iv) an Agreement by and between Shaltiel and the Company, dated as of September
10, 2007, and amended as of November 1, 2007, scheduling repayment of the
Convertible Promissory Notes on a deferred schedule (as amended, the
“Deferral
Agreement”);
and
Whereas,
the
Company has requested that payments due and payable under the Convertible
Promissory Notes and the Deferral Agreement be partially deferred and partially
converted to equity and Shaltiel has agreed to this arrangement.
NOW,
THEREFORE,
in
consideration of the foregoing recitals and the mutual promises,
representations, warranties and covenants hereinafter set forth and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Payment.
The
Company hereby promises to pay to Shaltiel, or her registered assigns, $250,000
of the Debt as set forth below (the “Payments”):
Payment
Date
|
Amount
(U.S. Dollars)
|
May
30, 2008
|
$50,000.00
|
July
31, 2008
|
$50,000.00
|
September
30, 2008
|
$50,000.00
|
December
31, 2008
|
$50,000.00
|
February
28, 2009
|
$50,000.00
|
In
addition, the Company will issue Shaltiel 2,857,142 shares (the “Stock
Grant”)
of the
Company’s common stock, par value $0.00005 (the “Common
Stock”).
In
lieu of paying cash for the purchase price for the 2,857,142 shares of Common
Stock, Shaltiel agrees to waive the repayment of $1,000,000 of the Debt in
full.
Shaltiel
hereby acknowledges that the stock certificate evidencing the Stock Grant shall
bear a legend which shall be in substantially the following form:
“THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR IF APPLICABLE, STATE SECURITIES LAWS.
THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND
APPLICABLE STATE LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
BRAINSTORM CELL THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.”
Shaltiel
understands and acknowledges that the shares of Common Stock comprising the
Stock Grant have not been registered for resale with the Securities and Exchange
Commission, and until such a registration is made and becomes effective, such
shares may not be sold or transferred (other than pursuant to an effective
registration statement or an exemption from registration).
Shaltiel
also represents that she is an accredited investor as defined in Rule 501(a)
of
Regulation D promulgated under the Securities Act of 1933, as amended.
2. Registration.
(a) Whenever
the Company proposes to file a registration statement (other than a registration
statement on Form S-8 and Form S-4 and a registration statement covering shares
to be sold solely for the account of other holders) at any time and from time
to
time, it will, prior to such filing, give written notice to Shaltiel of its
intention to do so; provided, that no such notice need be given if no
registrable shares are to be included therein as a result of a determination
of
the managing underwriter. Upon the written request of Shaltiel given within
10
days after the Company provides such notice (which request shall state the
intended method of disposition of such registrable shares), the Company shall
use its best efforts to cause up to 2,857,142 which the Company has been
requested by such stockholder to register to be registered under the Securities
Act of 1933, as amended, to the extent necessary to permit their sale or other
disposition in accordance with the intended methods of distribution specified
in
the request of such stockholder; provided that the Company shall have the right
to postpone or withdraw any registration effected without obligation to
Shaltiel.
(b) If
the
registration for which the Company gives notice pursuant to paragraph (a) is
a
registered public offering involving an underwriting, the Company shall so
advise Shaltiel as a part of the written notice given pursuant to paragraph
(a).
In such event, the right of Shaltiel to include her registrable shares in such
registration pursuant hereto shall be conditioned upon such stockholder’s
participation in such underwriting on the terms set forth herein. Shaltiel
shall
enter into an underwriting agreement in customary form with the underwriter
or
underwriters selected for the underwriting by the
Company.
Notwithstanding any other provision of this Agreement, if the managing
underwriter determines that the inclusion of all shares requested to be
registered would adversely affect the offering, the Company may limit the number
of registrable shares to be included in the registration and underwriting.
The
securities of the Company held by Shaltiel shall be excluded from such
registration and underwriting to the extent deemed advisable by the managing
underwriter.
(c)
Notwithstanding
the foregoing, the Company shall not be required, pursuant to this Section
2, to
include any registrable shares in a registration statement if such registrable
shares can then be sold pursuant to Rule 144(b) under the Securities
Act.
3. Satisfaction
of Debt.
Upon
Shaltiel’s receipt of the Payments and the Stock Grant, all of the Company’s
outstanding obligations owed to Shaltiel under the Convertible Promissory Notes
will be satisfied in full. Shaltiel hereby acknowledges that the remittance
of
the Payments and the issuance of the Stock Grant will satisfy each Convertible
Promissory Note in full and any and all outstanding obligations owed by the
Company to Shaltiel as of the date hereof.
4. Waiver.
Shaltiel hereby waives any breach or default that may have arisen on or prior
to
the date hereof from the failure of the Company to make payments to Shaltiel
or
otherwise under any Convertible Promissory Note or the Deferral Agreement.
For
the avoidance of doubt, as of the date of the Deferral Agreement, the
Convertible Promissory Notes were no longer convertible into shares of Common
Stock of the Company.
5. Successors
and Assigns.
This
Agreement, and the obligations and rights of the parties hereunder, shall be
binding upon and inure to the benefit of Shaltiel and the Company and their
respective heirs, successors and assigns.
6. Entire
Agreement.
This
Agreement constitutes the entire agreement between the parties hereto and
supersedes all prior agreements, understandings and arrangements, oral or
written, between the parties hereto with respect to the subject matter of this
Agreement, including, without limitation, the Deferral Agreement. No agreements,
or representations, oral or otherwise, express or implied, with respect to
the
subject matter hereof have been made by either party which are not expressly
set
forth in this Agreement.
7. Governing
Law.
This
Agreement shall be construed and enforced in accordance with, and the rights
of
the parties shall be governed by, the laws of the State of New
York.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date
first above written.
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By: | /s/ Xxxxxx Xxxxxxxx | |
Xxxxxx Xxxxxxxx |
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By:
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/s/ Xxxx Xxxxxx | |
Xxxx Xxxxxx | ||
Chief Executive Officer | ||