EXHIBIT 4.10
THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN
OPINION OF COUNSEL REASONABLY
SATISFACTORY TO BRAINSTORM CELL
THERAPEUTICS INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase _______ shares of Common Stock of
Brainstorm Cell Therapeutics Inc.
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT AT
$1.00 PER SHARE
Issue Date: December __, 2005
BRAINSTORM
CELL THERAPEUTICS INC., a corporation organized under the laws
of the State of Washington (the "Company"),
hereby certifies that, for value
received, __________, with its address at
______________________________, or its
assigns (the "Holder"), is entitled,
subject to the terms set forth below, to
purchase from the Company at any time after
the Issue Date up to 5:00 p.m.,
E.S.T on the THIRD anniversary of the Issue
Date (the "Expiration Date"), up to
______ fully paid and nonassessable shares
of the common stock of the Company
(the "Common Stock"), $.00005 par value per
share at a per share purchase price
of $1.00. The aforedescribed purchase price
per share, as adjusted from time to
time as herein provided, is referred to
herein as the "Purchase Price." The
number and character of such shares of
Common Stock and the Purchase Price are
subject to adjustment as provided herein.
The Company may reduce the Purchase
Price without the consent of the Holder.
Capitalized terms used and not
otherwise defined herein shall have the
meanings set forth in that certain
Subscription Agreement (the "Subscription
Agreement"), dated December __, 2005,
entered into by the Company and the
Holder.
As used
herein the following terms, unless the context otherwise
requires,
have the following respective meanings:
(a) The
term "Company" shall include Brainstorm Cell Therapeutics Inc.
and
any corporation which shall succeed or
assume the obligations of Brainstorm Cell
Therapeutics Inc. hereunder.
(b) The
term "Common Stock" includes (a) the Company's Common Stock,
$.00005 par value per share, as authorized
on the date of the Subscription
Agreement, and (b) any other securities
into which or for which any of the
securities described in (a) may be
converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger,
sale of assets or otherwise.
(c) The
term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company
or any other person (corporate or
otherwise) which the holder of the Warrant
at any time shall be entitled to
receive, or shall have received, on the
exercise of the Warrant, in lieu of or
in addition to Common Stock, or which at
any time shall be issuable or shall
have been issued in exchange for or in
replacement of Common Stock or Other
Securities pursuant to Section 4 or
otherwise.
1. Exercise of Warrant.
1.1.
Number of Shares Issuable upon Exercise. From and after the
Issue Date through and including the
Expiration Date, the Holder hereof shall be
entitled to receive, upon exercise of this
Warrant in whole in accordance with
the terms of subsection 1.2 or upon
exercise of this Warrant in part in
accordance with subsection 1.3, shares of
Common Stock of the Company, subject
to adjustment pursuant to Section 4.
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1.2. Full Exercise. This Warrant may be exercised in full by
the
Holder hereof by delivery of an original or
facsimile copy of the form of
subscription attached as Exhibit A hereto
(the "Subscription Form") duly
executed by such Holder and surrender of
the original Warrant (or such other
instrument as may be required pursuant to
Section 8) within seven (7) days of
exercise, to the Company at its principal
office or at the office of its Warrant
Agent (as provided hereinafter),
accompanied by payment, in cash, wire transfer
or by certified or official bank check
payable to the order of the Company, in
the amount obtained by multiplying the
number of shares of Common Stock for
which this Warrant is then exercisable by
the Purchase Price then in effect.
1.3. Partial Exercise. This Warrant may be exercised in part
(but
not for a fractional share) by surrender of
this Warrant in the manner and at
the place provided in subsection 1.2 except
that the amount payable by the
Holder on such partial exercise shall be
the amount obtained by multiplying (a)
the number of whole shares of Common Stock
designated by the Holder in the
Subscription Form by (b) the Purchase Price
then in effect. On any such partial
exercise, the Company, at its expense, will
forthwith issue and deliver to or
upon the order of the Holder hereof a new
Warrant of like tenor, in the name of
the Holder hereof or as such Holder (upon
payment by such Holder of any
applicable transfer taxes) may request, the
whole number of shares of Common
Stock for which such Warrant may still be
exercised.
1.4. Fair Market Value. Fair Market Value of a share of Common
Stock
as of a particular date (the "Determination
Date") shall mean:
(a) If the Company's Common Stock is traded on an exchange or
is quoted on the National Association of
Securities Dealers, Inc. Automated
Quotation ("NASDAQ"), National Market
System, the NASDAQ SmallCap Market or the
American Stock Exchange, LLC, then the
closing or last sale price, respectively,
reported for the last trading day
immediately preceding the Determination Date;
(b) If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System,
the NASDAQ SmallCap Market or the
American Stock Exchange, Inc., but is
traded in the over-the-counter market,
then the average of the closing bid and ask
prices reported for the last trading
day immediately preceding the Determination
Date;
(c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then
as the Holder and the Company agree,
or in the absence of such an agreement, by
arbitration in accordance with the
rules then standing of the American
Arbitration Association, before a single
arbitrator to be chosen from a panel of
persons qualified by education and
training to pass on the matter to be
decided; or
(d) If the Determination Date is the date of a liquidation,
dissolution or winding up, or any event
deemed to be a liquidation, dissolution
or winding up pursuant to the Company's
charter, then all amounts to be payable
per share to holders of the Common Stock
pursuant to the charter in the event of
such liquidation, dissolution or winding
up, plus all other amounts to be
payable per share in respect of the Common
Stock in liquidation under the
charter, assuming for the purposes of this
clause (d) that all of the shares of
Common Stock then issuable upon exercise of
all of the Warrants are outstanding
at the Determination Date.
1.5. Company Acknowledgment. The Company will, at the time of
the
exercise of the Warrant, upon the request
of the Holder hereof acknowledge in
writing its continuing obligation to afford
to such Holder any rights to which
such Holder shall continue to be entitled
after such exercise in accordance with
the provisions of this Warrant. If the
Holder shall fail to make any such
request, such failure shall not affect the
continuing obligation of the Company
to afford to such Holder any such
rights.
<PAGE>
1.6. Trustee for Warrant Holders. In the event that a bank or
trust
company shall have been appointed as
trustee for the Holder of the Warrants
pursuant to Subsection 3.2, such bank or
trust company shall have all the powers
and duties of a warrant agent (as
hereinafter described) and shall accept, in
its own name for the account of the Company
or such successor person as may be
entitled thereto, all amounts otherwise
payable to the Company or such
successor, as the case may be, on exercise
of this Warrant pursuant to this
Section 1.
1.7 Delivery of Stock Certificates, etc. on Exercise. The
Company
agrees that the shares of Common Stock
purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder
hereof as the record owner of such
shares as of the close of business on the
date on which this Warrant shall have
been surrendered and payment made for such
shares as aforesaid. As soon as
practicable after the exercise of this
Warrant in full or in part, and in any
event within ten (10) business days
thereafter, the Company at its expense
(including the payment by it of any
applicable issue taxes) will cause to be
issued in the name of and delivered to the
Holder hereof, or as such Holder
(upon payment by such Holder of any
applicable transfer taxes) may direct in
compliance with applicable securities laws,
a certificate or certificates for
the number of duly and validly issued,
fully paid and nonassessable shares of
Common Stock (or Other Securities) to which
such Holder shall be entitled on
such exercise, plus, in lieu of any
fractional share to which such Holder would
otherwise be entitled, cash equal to such
fraction multiplied by the then Fair
Market Value of one full share of Common
Stock, together with any other stock or
other securities and property (including
cash, where applicable) to which such
Holder is entitled upon such exercise
pursuant to Section 1 or otherwise.
2.
Exercise.
This Warrant may be exercisable in whole or in part for cash,
wire
transfer or by certified or official bank
check payable to the order of the
Company equal to the applicable aggregate
Purchase Price.
3.
Adjustment for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at any
time
or from time to time, the Company shall (a)
effect a reorganization, (b)
consolidate with or merge into any other
person or (c) transfer all or
