Exhibit 10.1
Brainstorm Cell Therapeutics Inc.
1350 Avenue of the Americas
New York, New York 10019
March __, 2006
[NAME]
[ADDRESS]
Ladies and Gentlemen:
This letter intends to memorialize and set forth the understandings
reached between you and Brainstorm Cell Therapeutics Inc. (the "Company")
regarding certain restrictions that shall be imposed on you with respect to the
____________ shares of the Company's Common Stock represented by Certificate
No._________ (the "Founder Shares"). In March 2005, you entered into a lock-up
agreement with the Company (the "Lock-up Agreement"). This letter agreement
hereby amends and restates the Lock-up Agreement in its entirety, with the
Lock-up Agreement being of no further force or effect.
The undersigned hereby agrees and warrants that he/she will not,
without the prior written consent of the Company's Board of Directors, offer,
sell, contract to sell, pledge or otherwise dispose of, (or enter into any
transaction which is designed to, or might reasonably be expected to, result in
the disposition (whether by actual disposition or effective economic disposition
due to cash settlement or otherwise) by the undersigned or any affiliate of the
undersigned or any person in privity with the undersigned or any affiliate of
the undersigned), directly or indirectly, including the filing (or participation
in the filing) of a registration statement with the Securities and Exchange
Commission in respect of, or establish or increase a put equivalent position or
liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder
with respect to (collectively shall be referred to as "transfer"), the Founder
Shares, for the period of time as follows:
(i) eighty-five percent (85%) of the Founder Shares shall be restricted as
aforesaid until December 31, 2006, and
(ii) fifteen percent (15%) of the Founder Shares shall be free from the
restrictions set forth herein.
Notwithstanding the foregoing, all restrictions under this letter
agreement shall automatically terminate simultaneous with the declaration by the
US Securities and Exchange Commission of an effective resale registration
statement (on Form SB-2 or similar form the Company is eligible to use) filed by
the Company for the benefit of Ramot at Tel Aviv University. In addition, the
undersigned may transfer any of the Founder Shares (1) in the case of an
individual, during his or her lifetime or on death, by will or intestacy to his
or her immediate family, (2) in the case of an individual, during his or her
lifetime or on death, to a trust or other entity formed for tax or estate
planning purposes for the direct or indirect benefit of the undersigned or the
immediate family of the undersigned, (3) as a bona fide gift to any charitable
or education not-for-profit institution that qualifies under Internal Revenue
Code Section 501(c)(3) or similar foreign statute, or (4) if the undersigned is
a partnership, limited liability company or other corporate entity, to its
partners, members or shareholders, on a pro-rata basis to their interests in
such partnership, limited liability company or other corporate entity as part of
a distribution of capital; provided, however, that (1) such transfer shall not
involve a disposition for value, and (2) prior to any such transfer each
transferee shall execute an agreement, reasonably satisfactory to the Company,
pursuant to which each transferee shall agree to receive and hold such Founder
Shares, or securities convertible into or exchangeable or exercisable for the
Founder Shares, subject to the provisions hereof, and there shall be no further
transfer except in accordance with the provisions hereof. For the purposes of
this paragraph, "immediate family" shall mean spouse, lineal descendant, father,
mother, brother or sister of the transferor. This agreement set forth herein
shall be governed by and construed in accordance with the laws of the State of
New York without regard to its conflict of laws provisions.
The undersigned hereby acknowledges and agrees that the Company will
communicate the transfer restrictions set forth in this letter to its transfer
agent to preclude any transfer of the Founder Shares during the restricted
periods set forth above and, if requested by the Company, the undersigned will
promptly surrender the certificate representing the Founder Shares to the
Company so that it may be reissued with a restrictive legend referring to this
letter agreement.
Yours very truly,
(For individuals)
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Signature
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Name
(For corporations)
Corporate Name:
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By:
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Name:
Title: