Exhibit 10.3
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of
the 31st day of March, 2006, by and among Brainstorm Cell Therapeutics Inc., a
Washington State corporation (the "Company"), and the warrant holders listed on
Schedule A hereto, each of which is herein referred to as an "Warrant Holder".
RECITALS
WHEREAS, the Warrant Holders are holders of warrants to purchase an
aggregate of 12,800,845 shares of Common Stock of the Company that were issued
to them in connection with the Company's entrance into a License Agreement and
two Consulting Agreements (the "Underlying Agreements");
WHEREAS, in order to induce the Warrant Holders to enter into the
Underlying Agreements, the Company agreed to grant certain registration rights
in connection with the shares of Common Stock issuable in connection with the
exercise of the Warrants to enable the Warrant Holders to resell the Warrants
pursuant to a registration statement that is effective under the Securities Act;
and
WHEREAS, the Company and the Warrant Holders entered into a
Registration Rights Agreement, dated July 18th, 2005, setting forth such
registration rights and related matters (the "Original Agreement"); and
WHEREAS, the Company and the Warrant Holders wish to make certain
amendments to the Original Agreement, and in order to give effect to such
amendments, the Company and the Warrant Holders agree to amend and replace the
Original Agreement with this Agreement, such that the terms of this Agreement
shall be deemed to apply as of July 18, 2005;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Registration Rights. The Company covenants and agrees as follows:
1.1 Definitions. For purposes of this Agreement:
(i) The term "Common Stock" means (except where the
context otherwise indicates) the Common Stock of the Company, par value $0.00005
per share.
(ii) The term "Effective Date" means December 31,
2006.
(iii) The term "Holder" means any person owning or
having the right to acquire Registrable Securities or any assignee thereof in
accordance with this Agreement.
(iv) The term "Registrable Securities" means the
Warrants and the Common Stock issuable upon exercise of the Warrants, provided
that such securities shall cease to constitute "Registrable Securities" for
purposes of this Agreement on the earlier of (x) the expiration date of the
Warrants or (y) such earlier time as when (A) a registration statement with
respect to the resale of such securities shall have been declared effective by
the Commission and such securities shall have been sold pursuant thereto, (B)
such securities shall have been sold in satisfaction of all applicable resale
provisions of Rule 144 under the Securities Act, (C) ) as to any Holder, such
Holder's securities may be resold pursuant to Rule 144(k) under the Securities
Act (or any successor provision) or all of such Holder's Registrable Securities
may be resold in a single ninety (90) day period under Rule 144(e)(1)(i) of the
Securities Act, or (D) such securities cease to be issued and outstanding for
any reason.
(v) The term "Commission" shall mean the Securities
and Exchange Commission.
(vi) The term "Person" shall mean an individual, a
corporation, a partnership, a joint venture, a trust, an unincorporated
organization, a limited liability company or partnership, a government and any
agency or political subdivision thereof.
(vii) The term "Securities Act" means the Securities
Act of 1933, as amended.
(viii) The "Warrants" shall mean the warrants to
purchase an aggregate of 12,800,845 shares of Common Stock of the Company (the
"Original Warrants") and all warrants issued upon transfer, division or
combination of, or in substitution for, the Original Warrant, or such warrants
issued in respect thereof.
(ix) The term "1934 Act" means the Securities
Exchange Act of 1934, as amended.
1.2 Initial Filing and Effectiveness of Registration
Statement. Subject to the conditions of this Section 1, the Company shall (x) no
later than July 1, 2006, prepare and file a registration statement (the
"Registration Statement") including the prospectus contained therein, including
any amendment or supplement thereto (the "Prospectus") covering the resale of
the Registrable Securities by the Holders; and (y) cause the Registration
Statement to be declared effective on or before the Effective Date and to keep
the Registration Statement effective until the date that no Holder owns any
Registrable Securities. In furtherance of the foregoing, the Company shall
(i) prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement as may be
necessary to keep such Registration Statement effective; cause the Prospectus to
be supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Securities Act; and comply with the
provisions of the Securities Act and the applicable rules with respect to the
disposition of all securities covered by the Registration Statement during the
applicable period in accordance with the intended method or methods of
distribution set forth in such Registration Statement or supplement to the
Prospectus;
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(ii) upon the occurrence of any event that would
cause the Registration Statement or the prospectus contained therein, including
any amendment or supplement thereto (the "Prospectus") (i) to contain an untrue
statement of material fact or omit to state any material fact necessary to make
the statements therein not misleading or (ii) not to be effective and usable for
the resale of all or part of the Registrable Securities by the Holders, the
Company shall promptly file an appropriate amendment to the Registration
Statement curing such defect, and, if Commission review is required, use its
best efforts to cause such amendment to be declared effective as soon as
practicable;
(iii) advise the Holders promptly (i) when any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to any successor Registration Statement or any post-effective amendment
thereto, when the same has become effective, (ii) of any request by the
Commission for amendments to the Registration Statement or amendments or
supplements to the Prospectus or for additional information relating thereto,
(iii) of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement under the Securities Act or of the
suspension by any state securities commission of the qualification of the
Registrable Securities for offering or sale in any jurisdiction, or the
initiation of any proceeding for any of the preceding purposes, (iv) of the
existence of any fact or the happening of any event that makes any statement of
a material fact made in the Registration Statement, the Prospectus, any
amendment or supplement thereto or any document incorporated by reference
therein untrue, or that requires the making of any additions to or changes in
the Registration Statement in order to make the statements therein not
misleading, or that requires the making of any additions to or changes in the
Prospectus in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. If at any time the
Commission shall issue any stop order suspending the effectiveness of the
Registration Statement, or any state securities commission or other regulatory
authority shall issue an order suspending the qualification or exemption from
qualification of the Registrable Securities under state securities or "blue sky"
laws, the Company shall use its best efforts to obtain the withdrawal or lifting
of such order at the earliest possible time;
(iv) use its best efforts to register or qualify or
cooperate with the Holders and their respective counsel in connection with the
registration or qualification of the Registrable Securities under the securities
or "blue sky" laws of any such jurisdictions in the United States as the Holders
reasonably request in writing, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or
to file a general consent to service of process in any such states or
jurisdictions;
(v) furnish to the Holders copies of any Registration
Statement or any Prospectus included therein or any amendments or supplements to
any such Registration Statement or Prospectus;
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(vi) if requested by the Holders, promptly include in
any Registration Statement or Prospectus, pursuant to a supplement or
post-effective amendment if necessary, such information as the Holders may
reasonably request to have included therein, including, without limitation,
information relating to the "Plan of Distribution" of the Registrable
Securities; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as practicable after the Company is notified of
the matters to be included in such Prospectus supplement or post-effective
amendment;
(vii) in the event of any underwritten public
offering, enter into and perform its obligations under an underwriting
agreement, in usual and customary form, with the managing underwriter of such
offering;
(viii) use its reasonable best efforts to comply with
all applicable rules and regulations of the Commission; and
(ix) provide promptly to the Holders, upon request,
each document filed with the Commission pursuant to the requirements of Section
13 or Section 15(d) of the Exchange Act.
1.3 Piggyback Rights on Company Registration.
(i) If (but without any obligation to do so) the
Company proposes to register for sale for its own account or for the account of
any shareholders other than the Holders any of its Common Stock under the
Securities Act in connection with the public offering of such Common Stock
(other than a registration relating solely to the sale of securities to
participants in a Company stock plan, a registration relating to a corporate
reorganization or other transaction under Rule 145 of the Securities Act, a
registration on any form that does not permit secondary sales or include
substantially the same information as would be required to be included in a
registration statement covering the sale of the Registrable Securities, or a
registration in which the only Common Stock being registered is Common Stock
issuable upon conversion of debt securities that are also being registered,),
the Company shall, at such time, promptly give each Holder written notice of
such registration. Upon the written request of each Holder given within twenty
(20) days after mailing of such notice by the Company, the Company shall,
subject to the provisions of this Section 1, use all reasonable efforts to cause
all of the Registrable Securities that each such Holder has requested to be
registered to be included in such registration under the Securities Act.
(ii) Right to Terminate Registration. The Company
shall have the right to terminate or withdraw any registration initiated by it
under this Section 1.3 prior to the effectiveness of such registration whether
or not any Holder has elected to include securities in such registration. The
expenses of such withdrawn registration shall be borne by the Company in
accordance with Section 1.6 hereof.
(iii) Underwriting Requirements. In connection with
any offering involving an underwriting of shares of the Common Stock, the
Company shall not be required under this Section 1.3 to include any Holder's
shares of Common Stock in such underwriting unless the Holder accepts the terms
of the underwriting as agreed upon between the Company and the underwriters
selected by the Company and enters into an underwriting agreement in customary
form with such underwriter or underwriters, and then only in such quantity as
the managing underwriter determine in its sole discretion will not jeopardize
the success of the offering by the Company as provided in Section 1.4 below.
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1.4 Deferral / Cutback Provisions.
(i) Notwithstanding any other provision of Section
1.3 relating to a registration by the Company for its own account, if the
managing underwriter of the Company's securities being offered in a public
offering pursuant to such registration statement advises the Company that the
amount to be sold by Persons other than the Company (including without
limitation the Holders) (collectively, "Selling Stockholders") is greater than
the amount that can be offered without adversely affecting the offering of
Common Stock by the Company, the Company may, subject to the next following
sentence, reduce the amount offered for the accounts of Selling Stockholders
(including any Holders) to a number deemed advisable by such managing
underwriter. The number of shares of Common Stock held by Selling Stockholders
to be excluded shall be determined in the following order of priority: (1)
securities held by any Persons not having any such contractual, incidental
"piggyback" registration rights, (2) securities held by any Persons having
contractual, incidental "piggyback" registration rights pursuant to any
agreement providing similar "piggyback" registration rights to this Agreement,
(3) securities held by any Persons having contractual, incidental "piggyback"
registration rights pursuant to an agreement providing similar "piggyback"
registration rights that expressly provides that the number of such shares of
Common Stock proposed to be included in a Company-initiated registered offering
shall not be reduced until after any shares of Common Stock held pursuant to
contractual rights that do not expressly provide for such priority under such
circumstances have been excluded from such underwriting, and (4) a portion of
the Registrable Securities sought to be included by the holders thereof as
determined pro rata based upon the aggregate number of Registrable Securities
proposed to be sold by such holders.
(ii) The Company shall not be required to effect a
registration or take any actions pursuant to this Section 1in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in effecting such registration, unless the Company is
already subject to service in such jurisdiction and except as may be required
under the Securities Act.
1.5 Information from Holder. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be required to effect the registration of such Holder's
Registrable Securities. Failure on the part of any selling Holder to furnish
such information to the Company within such reasonable time period as the
Company shall specify in its notice to the selling Holders shall relieve the
Company of its obligations to include any Registrable Securities held by such
Holder in the registration with respect to which such notice was given.
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1.6 Expenses of Registration. The Company shall bear all fees
and expenses incurred in connection with registrations, filings or
qualifications pursuant to this Agreement including all registration, filing and
qualification fees, printers' and accounting fees, fees and disbursements of
counsel for the Company, but excluding (i) underwriting discounts and
commissions and (ii) fees and disbursements of any counsel for the Holders,
which shall be borne pro rata by the Holders based upon the number of
Registrable Securities that are being registered. Notwithstanding the foregoing,
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to Section 1 if the registration request is
subsequently withdrawn at the request of the Holders of a majority of the
Registrable Securities to be registered (in which case all participating Holders
shall bear such expenses pro rata).
1.7 Delay of Registration. No Holder shall have any right to
obtain or seek an injunction restraining or otherwise delaying any such
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section 1.
1.8 Indemnification. In the event any Registrable Securities
are included in a registration statement under this Section 1:
(i) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners or officers, directors and
shareholders of each Holder, legal counsel and accountants for each Holder, any
underwriter (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or underwriter within the meaning of the
Securities Act or the 1934 Act, against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
Securities Act, the 1934 Act or any state securities laws, insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation"): (i) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (ii) the omission or alleged omission to
state therein a material fact required to be stated therein, or necessary to
make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, the 1934 Act, any state
securities laws or any rule or regulation promulgated under the Securities Act,
the 1934 Act or any state securities laws; and the Company will reimburse each
such Holder, underwriter or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection l.8(i) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation that occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by any such Holder, underwriter or controlling person;
provided further, however, that the foregoing indemnity agreement with respect
to any preliminary prospectus shall not inure to the benefit of any Holder or
underwriter, or any person controlling such Holder or underwriter, from whom the
person asserting any such losses, claims, damages or liabilities purchased
shares in the offering, if a copy of the prospectus (as then amended or
supplemented if the Company shall have furnished any amendments or supplements
thereto) was not sent or given by or on behalf of such Holder or underwriter to
such person, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the shares to such person, and if the
prospectus (as so amended or supplemented) would have cured the defect giving
rise to such loss, claim, damage or liability.
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(ii) To the extent permitted by law, each selling
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who has signed the registration statement, each person, if any,
who controls the Company within the meaning of the Securities Act, legal counsel
and accountants for the Company, any underwriter, any other Holder selling
securities in such registration statement and any controlling person of any such
underwriter or other Holder, against any losses, claims, damages or liabilities
(joint or several) to which any of the foregoing persons may become subject,
under the Securities Act, the 1934 Act or any state securities laws, insofar as
such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
person intended to be indemnified pursuant to this subsection l.8(ii), for any
legal or other expenses reasonably incurred by such person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the indemnity agreement contained in this subsection
l.9(ii) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent
of the Holder (which consent shall not be unreasonably withheld), provided that
in no event shall any indemnity under this subsection l.9(ii) exceed the gross
proceeds from the offering received by such Holder.
(iii) Promptly after receipt by an indemnified party
under this Section 1.8 of notice of the commencement of any action (including
any governmental action), such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.8,
deliver to the indemnifying party a written notice of the commencement thereof
and the indemnifying party shall have the right to participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one separate counsel,
with the fees and expenses to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate due to actual or potential differing
interests between such indemnified party and any other party represented by such
counsel in such proceeding. The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
1.8, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 1.8.
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(iv) If the indemnification provided for in this
Section 1.8 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense
referred to herein, then the indemnifying party, in lieu of indemnifying such
indemnified party hereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such loss, liability, claim, damage or
expense in such proportion as is appropriate to reflect the relative fault of
the indemnifying party on the one hand and of the indemnified party on the other
in connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense, as well as any other relevant equitable
considerations. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party and the parties' relative intent,
knowledge, access to information, and opportunity to correct or prevent such
statement or omission.
(v) Notwithstanding the foregoing, to the extent that
the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are
in conflict with the foregoing provisions, the provisions in the underwriting
agreement shall control.
(vi) The obligations of the Company and Holders under
this Section 1.9 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.
1.9 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) and shall inure to the benefit
of and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities), provided: (a)
the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned;
(b) such transferee or assignee agrees in writing to be bound by and subject to
the terms and conditions of this Agreement; and (c) such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Securities
Act.
1.10 No Limitations on Subsequent Registration Rights. The
Holders of the Registrable Securities hereby acknowledge that nothing herein
shall restrict the Company in any way from entering into any agreement with any
holder or prospective holder of any securities of the Company that would allow
such holder or prospective holder (a) to include such securities in any
registration filed under Section 1 hereof or (b) to demand registration of their
securities.
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1.11 ["Market Stand-Off" Agreement. Each Holder hereby agrees
that it will not, without the prior written consent of the underwriter, during
the period commencing on the date of the final prospectus relating to a Company
public offering and ending on the date specified by the Company and the managing
underwriter (such period not to exceed ninety (90) days) (i) lend, offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to
purchase, or otherwise transfer or dispose of, directly or indirectly, any
shares of Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock (whether such shares or any such securities are
then owned by the Holder or are thereafter acquired) other than Registrable
Securities that such Holder is entitled to have included in such public offering
pursuant to Section 1.4, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock other than Registrable Securities that such Holder
is entitled to have included in such public offering pursuant to Section 1.4,
whether any such transaction described in clause (i) or (ii) above is to be
settled by delivery of Common Stock or such other securities, in cash or
otherwise. The foregoing undertaking shall only apply if identical restrictions
are imposed on all of the shareholders of the Company other than the Holders.
The underwriters in connection with any public offering by the Company are
intended third party beneficiaries of this Section 1.11 and shall have the
right, power and authority to enforce the provisions hereof as though they were
a party hereto].
In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Registrable Securities of each
Holder (and the shares or securities of every other person subject to the
foregoing restriction) until the end of such period.
1.12 Termination of Registration Rights. No Holder shall be
entitled to exercise any right provided for in this Section 1 after the earlier
of (x) the expiration date of the Warrants or (y) such earlier time as when (A)
a registration statement with respect to the resale of such Registrable
Securities shall have been declared effective by the Commission and such
securities shall have been sold pursuant thereto, (B) such Registrable
Securities shall have been sold in satisfaction of all applicable resale
provisions of Rule 144 under the Securities Act, (C) as to any Holder, such
Holder's Registrable Securities may be resold pursuant to Rule 144(k) under the
Securities Act (or any successor provision) or all of such Holder's Registrable
Securities may be resold in a single ninety (90) day period under Rule
144(e)(1)(i) of the Securities Act, or (D) such Registrable Securities cease to
be issued and outstanding for any reason.
2. Miscellaneous.
2.1 Successors and Assigns. Except as otherwise provided
herein, the terms and conditions of this Agreement shall inure to the benefit of
and be binding upon the respective successors and assigns of the parties
(including transferees of any shares of Registrable Securities). Nothing in this
Agreement, express or implied, is intended to confer upon any party other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement,
except as expressly provided in this Agreement.
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2.2 Governing Law. This Agreement shall be governed by and
construed under the laws of the State of New York, without regard to the
conflict of law principles of such state.
2.3 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
2.4 Titles and Subtitles. The titles and subtitles used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
2.5 Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery to the party to be notified or upon
delivery by confirmed facsimile transmission, nationally recognized overnight
courier service, or five days after the same shall have been deposited with the
United States Post Office, by registered or certified mail, postage prepaid and
addressed to the party to be notified at the address indicated for such party on
the signature page hereof, or at such other address as such party may designate
by ten (10) days' advance written notice to the other parties.
2.6 Entire Agreement: Amendments and Waivers. This Agreement
constitutes the full and entire understanding and agreement among the parties
with regard to the subjects hereof and thereof. Any term of this Agreement may
be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the holders of
a majority of the Registrable Securities. Any amendment or waiver effected in
accordance with this paragraph shall be binding upon each holder of any
Registrable Securities each future holder of all such Registrable Securities,
and the Company.
2.7 Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provision shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
COMPANY
By: /s/ Yoram Drucker
-------------------------------------
Title: Chief Operating Officer
(Principal Executive Officer)
WARRANT HOLDERS:
Ramot at Tel Aviv University Ltd.
By: /s/ Yehuda Niv By: /s/ Hagit Messer-Yaron
----------------------------- ------------------------------------
Title: CEO Chairperson
Eldad Melamed
/s/ Eldad Melamed
- ---------------------------
Daniel Offen
/s/ Daniel Offen
- ---------------------------
Yossef Levy
/s/ Yossef Levy
- ----------------------------
Pnina Greene
/s/ Pnina Greene
- ----------------------------
EXHIBIT A
WARRANT HOLDERS
Ramot at Tel Aviv University Ltd.
Eldad Melamed
Daniel Offen
Yossef Levy
Pnina Greene
2