Exhibit 10.2
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT, effective as of the 31st day of March, 2006, is
entered into by and between Brainstorm Cell Therapeutics Inc.(formerly Golden
Hand Resources, Inc.), a company formed under the laws of the State of
Washington, having a place of business at 1350 Avenue of the Americas New York,
NY 10019 ("Company"), Ramot at Tel Aviv University Ltd., a company formed under
the laws of Israel, having a place of business at Tel Aviv University in
Ramat-Aviv, Tel Aviv 61392, Israel ("Ramot"), and the additional persons set
forth in Annex A (the "Scientists", and together with Ramot, the "Warrant
Holders").
WHEREAS, The Company and Ramot entered into a Research and License Agreement
dated July 12, 2004 (the "Original Agreement"), which was subsequently amended
and replaced by a Research and License Agreement dated March 27, 2006 (the
"Amended Research and License Agreement"); and
WHEREAS, In accordance with its obligations under (i) the Original Agreement and
the Amended Research and License Agreement, and (ii) various agreements between
the Company and certain of the scientists, the Company issued to Ramot and the
Scientists warrants to purchase an aggregate of 12,800,845 shares of the
Company's common stock at a purchase price of $.01 per share, (the "Warrants")
and undertook to register the shares underlying such Warrants by no later than
twenty-one months following the date of execution of the Original Agreement; and
WHEREAS, The Company and the Warrant Holders entered into a Registration Rights
Agreement dated July 18, 2004, setting forth the registration rights of the
Warrant Holders with respect to the Warrants, including the Company's obligation
to register the shares underlying the Warrants by no later than twenty-one
months following the date of execution of the Original Agreement (the
"Registration Rights Agreement"); and
WHEREAS, The Company has requested, and the Warrant Holders have agreed, to
postpone the date by which the shares underlying the Warrants must be registered
to no later than December 31, 2006, subject to the terms and conditions set
forth herein; and
WHEREAS, The Company and the Warrant Holders wish to amend the Amended Research
and License Agreement, the Warrants and the Registration Rights Agreement to
give effect to the agreement that has been reached between them concerning
deferral of the date by which the shares underlyng the Warrants must be
registered and the conditions for such deferral;
NOW, THEREFORE, the parties agree as follows:
1. Amendment of the Warrants.
1.1 Effective as of the date hereof, the Company and the Warrant Holders
agree to amend and replace section 9 of the Warrants, with the
following:
"9. Registration Rights. The Company agrees to register the shares of
Common Stock underlying this Warrant (whether by demand, piggy back
registration or otherwise) by no later than December 31, 2006, and
agrees to maintain the effectiveness of a registration statement
covering such shares until the earlier of (i) the time at which all of
the shares underlying the warrant then held by the Holder could be sold
in any 90 day period pursuant to Rule 144 under the Securities Act or
(ii) the expiration date of the warrant. These registration rights
shall be set forth fully in a separate registration rights agreement to
be entered into between the Company and the Holder. "
1.2. Within 30 days of the execution of this Amendment, the Company shall
issue the Warrant Holders with replacement Warrants in the form
attached hereto as Annex B. Except for the foregoing amendment, the
terms of the Warrants shall remain unchanged and in full force and
effect.
1.3. Effective as of the date hereof, the Company and Ramot agree to amend
and replace Exhibit 7.2 of the Amended Research and License Agreement
with the form of Warrant attached as Annex B.
2. Amendment of the Registration Rights Agreement. Simultaneous with the
execution of this Amendment, the Parties shall execute the Amended and
Restated Registration Rights Agreement attached hereto as Annex C. The
Company acknowledges that the Warrant Holders have agreed to postpone
the date by which the shares underlying the Warrants must be registered
in consideration for, and in reliance upon, the amended terms and
conditions set forth in the Amended and Restated Registration Rights
Agreement.
[Remainder of page intentionally left blank. Signature page follows.]
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first written
above.
Ramot at Tel Aviv University Ltd. Brainstorm Cell Therapeutics Inc.
By: /s/ Hagit Messer-Yaron By: /s/ Yoram Drucker
------------------------------- -----------------------------
Name: Professor Hagit Messer-Yaron Name: Yoram Drucker
Title: Chairperson Title: Chief Operating Officer
(Principal Executive Officer)
By: /s/ Yehuda Niv
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Name: Yehuda Niv
Title: CEO
Eldad Melamed
/s/ Eldad Melamed
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Daniel Offen
/s/ Daniel Offen
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Yossef Levy
/s/ Yossef Levy
- ----------------------------
Pnina Greene
/s/ Pnina Greene
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ANNEX A
SCIENTISTS
Eldad Melamed
Daniel Offen
Yossef Levy
Pnina Greene