Amendment
Made this 31st day of
July, 2009
to the
Subscription Agreement dated as of July 2 nd , 2007 (the "Subscription Agreement") by
and between ACCBT Corp., a corporation duly incorporated under the
laws of the British Virgin Islands ( "ACCBT" ), and
Brainstorm Cell Therapeutics Inc., a corporation duly incorporated
under the laws of the State of Delaware, USA
("Company").
Capitalized
terms used in this Amendment shall have the meanings assigned to
them in the Subscription Agreement.
WHEREAS, pursuant to the Subscription Agreement ACCBT was
to invest up to $5 million in the aggregate in accordance with the
provisions of the Subscription Agreement and to be issued in
consideration thereof up to 27,500,000 Common Shares of the Company
and receive Warrants to purchase up to an additional 30,250,0000
Common Shares of the Company in accordance with terms of the
Warrants, and
WHEREAS, through the date hereof ACCBT has invested in
the Company an aggregate amount of $4,052,652 in consideration for
22,289,586 Common Shares of the Company at a price per share of
$0.1818 (the "Price Per Share") of which l9,250,000 Common
Shares have been issued to ACCBT or on its behalf and an additional
3,039,586 are due to be issued, and received Warrants to purchase
an additional 10,083,333 Common Shares in consideration for $0.20
per share, 10,083,333 Common Shares in consideration for $ 0.29 per
share and 1,008,334 Common shares in consideration for $0.36 per
share (the "Last Warrants"), and
WHEREAS, the parties agree that there has been a Material
Adverse Effect on the Company and accordingly ACCBT is no longer
required to invest any further amounts in the Company in accordance
with the Subscription Agreement, and
WHEREAS, the Parties agree to amend the Subscription
Agreement and the Warrants as set forth herein, and
WHEREAS, in connection with such amendments ACCBT agrees
to invest the remaining amounts up to the Maximum Subscription
Price as set forth herein.
NOW,
THEREFORE, the parties
hereto agree as follows:
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Price Per
Subscription Share. The
Price Per Share of the Subscription Shares is hereby decreased from
$0.1818 to $0.12. Accordingly, promptly following the signature
hereof the Company shall adjust the number of Common Shares
issuable pursuant to the Subscription Agreement retroactively and
issue to ACCBT 9,916,667 Common Shares for no additional
consideration from ACCBT. 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
ACCBT 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 ACCBT given within 10 days after the
Comp
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