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THIS NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN
EXEMPTION FROM
REGISTRATION UNDER SAID ACT IS AVAILABLE.
BRAINSTORM CELL THERAPEUTICS INC.
8% Convertible Promissory Note Due December 13, 2007
U.S.$200,000.00 New York, New York
December 13, 2006
Brainstorm Cell Therapeutics Inc., a Washington corporation (the
"Company"
or the "Maker"), for value received, hereby promises to pay to Eli
Weinstein, or
his registered assigns, the principal sum of U.S. Two Hundred
Thousand Dollars
(US$200,000) plus all accrued but unpaid interest on the first
anniversary of
the date hereof (the "Maturity Date"). Interest shall be computed
on the basis
of a 365-day year from the date hereof on the unpaid balance of
such principal
amount from time to time outstanding at the rate of eight percent
(8%) per
annum, such interest to be due and payable in full on the Maturity
Date.
This Note shall become immediately due and payable without notice
or
demand upon the occurrence at any time of any of the following
events of default
(individually, "an Event of Default" and collectively, "Events of
Default"):
1. default in the payment or performance of this or any other
liability
or obligation of the Maker to the holder, including the payment
when
due of any principal, premium or interest under this Note;
2. the liquidation, termination of existence, dissolution,
insolvency
or business failure of the Maker, or the appointment of a
receiver
or custodian for the Maker or any part of its property if such
appointment is not terminated or dismissed within ninety (90)
days;
or
3. the institution by or against the Maker or any indorser or
guarantor
of this Note of any proceedings under the United States
Bankruptcy
Code or any other federal or state bankruptcy, reorganization,
receivership, insolvency or other similar law affecting the
rights
of creditors generally or the making by the Maker or any indorser
or
guarantor of this Note of a composition or an assignment or
trust
mortgage for the benefit of creditors.
Upon the occurrence of an Event of Default, the holder shall have
then, or at
any time thereafter, all of the rights and remedies afforded by the
Uniform
Commercial Code as from time to time in effect in the State of New
York or
afforded by other applicable law.
Every amount overdue under this Note shall bear interest from and
after the date
on which such amount first became overdue at an annual rate which
is two (2)
percentage points above the rate per year specified in the first
paragraph of
this Note. Such interest on overdue amounts under this Note shall
be payable on
demand and shall accrue and be compounded monthly until the
obligation of the
Maker with respect to the payment of such interest has been
discharged (whether
before or after judgment).
<PAGE>
In no event shall any interest charged, collected or reserved under
this Note
exceed the maximum rate then permitted by applicable law and if any
such payment
is paid by the Maker, then such excess sum shall be credited by the
holder as a
payment of principal.
All payments by the Maker under this Note shall be made without
set-off or
counterclaim and be free and clear and without any deduction or
withholding for
any taxes or fees of any nature whatever, unless the obligation to
make such
deduction or withholding is imposed by law. The Maker shall pay and
save the
holder harmless from all liabilities with respect to or resulting
from any delay
or omission to make any such deduction or withholding required by
law.
Whenever any amount is paid under this Note, all or part of the
amount paid may
be applied to principal, premium or interest in such order and
manner as shall
be determined by the holder in its discretion.
No reference in this Note to any guaranty or other document shall
impair the
obligation of the Maker, which is absolute and unconditional, to
pay all amounts
under this Note strictly in accordance with the terms of this
Note.
The Maker agrees to pay on demand all costs of collection,
including reasonable
attorneys' fees, incurred by the holder in enforcing the
obligations of the
Maker under this Note.
No delay or omission on the part of the holder in exercising any
right under
this Note shall operate as a waiver of such right or of any other
right of such
holder, nor shall any delay, omission or waiver on any one occasion
be deemed a
bar to or waiver of the same or any other right on any future
occasion. The
Maker and every indorser or guarantor of this Note regardless of
the time, order
or place of signing waives presentment, demand, protest and notices
of every
kind and assents to any extension or postponement of the time of
payment or any
other indulgence, to any substitution, exchange or release of
collateral, and to
the addition or release of any other party or person primarily or
secondarily
liable.
1. Conversion. The holder of this Note has the right, at its
option, at
any time and from time to time prior to the close of business on
the Maturity
Date, upon five d
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