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EXHIBIT 10.50
AGREEMENT
THIS AGREEMENT (the
“
Agreement ”)
is made and entered into as of April 13, 2008, by and between
Vivian Shaltiel (“
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.
AGREEMENT
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 ”):
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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 b
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