Settlement and Waiver Agreement
Made as of this 25 th day of July, 2011
By and among
Brainstorm Cell Therapeutics Inc. , (“ BCLI Inc. ”);
Brainstorm Cell Thrapeutics Ltd. , a 100% subsidiary of BCLI Inc. (" BCLI Ltd. ")
Mr. Abraham Efrati (" Efrati ").
Pro Int Ltd. , a company held 100% by Efrati (" Pro Int ").
WHEREAS , Efrati, personally and through Pro Int was employed and served as the CEO of BCLI Inc. and BCLI Ltd. since October 2007 through his resignation on 28 February 2011 (the " Service ") and served as a member of the Board of Directors of BCLI Inc. (the " Board Membership "); and
WHEREAS , in connection with the Service a debt (the " Debt ") has accrued through the termination of the Service with BCLI Inc. and BCLI Ltd.
WHEREAS , in connection with the Service Efrati was granted options under the Stock Option Plan of BCLI Inc. (the " Plan ") to purchase shares of BCLI Inc. some of which became exercisable prior to the termination of the Service as follows: (i) up to 1,000,000 shares at $0.15 per share and (ii) up to 333,333 shares at $0.067 per share (together, the " Vested Options ") and the rest of the options that were granted to Efrati to purchase shares at $0.067 per share were not vested (the " Non-Vested Options ").
WHEREAS , BCLI Inc., BCLI Ltd, on one hand, and Efrati and Pro Int, on the other, wish to terminate all of their legal relationships, and settle any possible claims against one another;
NOW, THEREFORE , in consideration of the foregoing and the mutual covenants herein contained, the parties hereto hereby agree as follows:
The BCLI representative will take all reasonable actions in good faith to carry out the selling instructions from Efrati provided that such sale will not detrimentally effect the share price of the BCLI Inc. The BCLI representative obligates himself to be reasonably available to Efrati and Pro Int. during all days that the stock market is open and during all trading hours for one year from the signing of this agreement. The BCLI representative will obligate himself to sell shares only upon receiving Efrati and/or Pro-Int’s request and only at a price agreed to with Efrati and/or Pro Int.
BCLI undertakes that if the BCLI representative sells shares without a request from Efrati or Pro Int. or a at a price not approved by Efrati or Pro Int. it will not deliver any shares on behalf of Efrati or Pro Int. to the representative and Efrati and Pro Int’s option amounts will remain the same as they were prior to such sale by the representative.