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Settlement and Waiver Agreement

Waiver Agreement

Settlement and Waiver Agreement | Document Parties: BRAINSTORM CELL THERAPEUTICS INC | BCLI Inc | BCLI Ltd | Brainstorm Cell Therapeutics Ltd | Brainstorm Cell Thrapeutics Ltd | Pro Int Ltd You are currently viewing:
This Waiver Agreement involves

BRAINSTORM CELL THERAPEUTICS INC | BCLI Inc | BCLI Ltd | Brainstorm Cell Therapeutics Ltd | Brainstorm Cell Thrapeutics Ltd | Pro Int Ltd

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Title: Settlement and Waiver Agreement
Date: 7/28/2011
Industry: Biotechnology and Drugs     Sector: Healthcare

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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:

 

1.

Settlement of the Debt, Payments. As full settlement of the Debt, BCLI Inc. and/or BCLI Ltd. will pay to Efrati (i) NIS 543,077 on or   before August 1 st , 2011, (ii) an additional NIS 200,000 on or before August 20 th , 2011 and (ii) an additional NIS 162,051 on or before September 15 th , 2011, by wire transfer to a bank account indicated by Efrati less any taxes that they are required to withhold by law or otherwise with respect to such amounts.

 

2.

Acceleration of Vesting of Non-Vested Options . The vesting of 150,000 of the Non-Vested Options shall be accelerated such that they will become exercisable in accordance with the Plan and Section 3 below (the " Accelerated Options ").

 

3.

Vesting and Exercise Period of Options . The exercise period of the Vested Options and the Accelerated Options shall be extended such that they may be exercised at any time prior to April 30, 2012, 4 PM, New York Time.

 

4.

Sale of Shares. Efrati and Pro Int. undertake that following the exercise of the options that they will sell all shares of BCLI Inc., in coordination with a representative of BCLI Inc. and through a broker designated by such representative. Until notified otherwise by the Company, the representative of BCLI Inc. is Mr. Mark Segal. BCLI Inc. may refuse to register any transfer or any attempt to sell or transfer any shares not in accordance with the provisions of this Section 4.

 

 

1


 

 

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.

 

5.

Waiver and Release

 

 

5.1.

Subject to the payment pursuant to Section 1 and the execution of Section 2 above and the approval by the Board of Directors of BCLI Inc. of the acceleration of the Non-Vested Options and the extension of the exercise period of the Vested Options and Accelerat


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