CONSULTING AGREEMENT


 


THIS CONSULTING AGREEMENT
(this “Agreement”) made as of the 31 day of May __ 2012, by and between Brainstorm Cell Therapeutics Inc.,
a Delaware Corporation, with offices at 605 Third Avenue, New York, NY 10158, USA (“Parent”), Brainstorm Cell
Therapeutics Ltd., a wholly owned subsidiary of Parent, a private company organized under the Laws of the State of Israel, whose
principal office is located at 12 Bazel Street, Petach Tiqva, Israel (the “Company”, and together with Parent,
the “Group”) and Dr. Daniel Offen, Israeli I.D. No _______ residing at Kfar Haroeh 38955, Israel, Osek
Mourshe” No. _______(the “Consultant”).


  


WHEREAS, following an
assignment agreement executed between the Parent and the Company dated December 20, 2011 with effective date of January 1, 2007,
the Company is a party to that Second Amended and Restated License Agreement dated July 26, 2007 by and between the Parent
and Ramot at Tel Aviv University Ltd. (“Ramot”), as amended on December 24, 2009 (together with all
exhibits and schedules, the “License Agreement”) relating to certain stem cell technology developed
by Consultant together with other researchers at the Felsenstein Medical Research Center of Tel-Aviv University (“TAU”).


  


WHEREAS, the Parent
and the Consultant entered into a Consulting Agreement dated July 31, 2004 (the “First Agreement”); and


 


WHEREAS, the parties
wish to terminate the First Agreement and wish to enter into this Consulting Agreement pursuant to which Group shall receive certain
services in a defined field from the Consultant, and the Consultant shall furnish such services to the Group as an independent
contractor, absent of an employment relationship between the parties, on the terms and conditions set forth herein; and


 


WHEREAS,
the Company and the Consultant desire to define the relationship between them in accordance to the terms and conditions of this
Agreement;


 


NOW, THEREFORE, the parties agree as follows:


 


		1.	Scope of Services.



 


		1.1	The Consultant hereby agrees to
                                                                act as a consultant and provide the services to the Group as set
                                                                forth in Exhibit A (the “Services”).
                                                                The terms of this Agreement shall be effective as of January 1,
                                                                2012 (the “Effective Date”).



 


		1.2	The Services to be performed shall be provided solely by the Consultant. The Consultant shall perform
the Services to the best of his skill, ability, expertise, experience and effort in a diligent, trustworthy, businesslike and efficient
manner for the purpose of advancing the Group and performance of the Consultant’s duties hereunder.



 


		2.	Consideration. In consideration
                                                            for the Services hereunder, the Company agrees to pay the Consultant
                                                            the amounts set forth in Exhibit A, plus Value Added Tax, against
                                                            provision of a valid tax receipt (the “Consideration”).
                                                            The Consultant will invoice the Company for the Services provided
                                                            by Consultant in each month. The Consideration shall be paid within
                                                            30 days net of the invoice date (shotef+30), provided that
                                                            an invoice was received.



 


The Consultant declares that he
maintains financial books in accordance with applicable law, and that he is duly registered with the income tax, VAT and national
insurance (Bituach Leumi) authorities.


 


The Consultant shall be responsible
for, and shall indemnify and hold the Company harmless from duly and timely paying any and all taxes in connection with the provision
of the Services hereunder, or any remuneration provided in connection therewith. Without derogating from the foregoing, the Company
shall withhold all taxes and compulsory payments on any payment or benefit to the Consultant as required by applicable law.


 



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		3.	Expenses.
                                                                                                     The Company shall reimburse
                                                                                                     the Consultant, for all actual
                                                                                                     expenses reasonably and properly
                                                                                                     incurred by the Consultant
                                                                                                     in fulfilling his obligations
                                                                                                     under this Agreement, including
                                                                                                     travel, lodging and meals,
                                                                                                     provided such expenses were
                                                                                                     approved in advance and in
                                                                                                     writing by the Company. Reimbursement
                                                                                                     shall be made by the Company
                                                                                                     against duly issued invoice
                                                                                                     or receipt.



 


		4.	Confidentiality. Upon execution
                                                            of this Agreement, the Consultant will execute the attached Confidentiality
                                                            and Non-Competition Agreement, attached hereto as Exhibit B,
                                                            which constitutes an integral part of this Agreement.



 


		5.	Representation
                                                                              and Warranties.



 


		5.1	     Each of the Consultant and the Company represents that: (i) he/it is entitled to enter into this
Agreement and to assume all the obligations hereunder, (ii) the execution and delivery of this Agreement and the fulfillment of
the terms hereof (a) will not constitute a default under or conflict with any agreement or other instrument to which he or it is
a party or by which he or it is bound, (b) will not result in a breach of any confidentiality undertaking to any third party and
the Consultant represents that in performing the Services hereunder he shall not use any proprietary information of any third party,
(c) does not require the consent of any person or entity except as provided herein, (d) there are no contracts, impediments, hindrances
or restrictive covenants preventing the full performance of his or its duties and obligations hereunder, and nothing contained
in this Agreement shall require or permit the Consultant or the Company to do any act inconsistent with the requirements of any
statute, regulation or rule under any applicable law.



 


		5.2	     The parties hereto hereby agree to the termination of the First Agreement as of the Effective Date.
As full and final consideration for any amounts due under the First Agreement, the Parent will pay the Consultant $36,000 (Thirty
six thousand dollars), for 2011 services, by issuance of shares of common stock of the company, par value $0.0005, according to
the market price of shares on the issuance date. Following such a payment, the Consultant hereby irrevocably waives any claim and/or
demand against the Group in connection with the First Agreement and its termination.



 


		6.	Relationship
                                                                              of Parties; Indemnity.



 


		6.1	The Company and the Consultant agree that the Consultant is an “independent contractor”
and that except as otherwise stated in this Agreement, the Company shall have no right to control or direct the manner in which
the Consultant performs his duties and services under this Agreement. The Consultant must perform and continue to perform all actions
legally required to establish and maintain his status as an independent contractor. The Consultant understands and agrees that
except as specifically provided in this Agreement, no member of the Group grants the Consultant the right or authority to make
or give any agreement statement, representation, warranty or other commitment, or to create any obligation of any kind, on behalf
of any member of the Group. This Agreement shall not be construed to create any relationship of employment, association, agency,
partnership or joint venture between any member of the Group and the Consultant, nor shall it be construed to create any relationship
other than that of principal and independent contractor between any member of the Group and the Consultant. The Consultant is not
an employee of any member of the Group, and no member of the Group shall be obligated to treat the Consultant as an employee.



 



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		6.2	The Consultant shall be responsible, solely and exclusively, to comply with all of his obligations
under the law, including, without limitation, for the payments of all taxes applicable to him as an independent contractor and
with respect to payment of applicable social security, national insurance (Bituach Leumi), health insurance and other legal requirements.
The Consultant will defend, indemnify and hold the Group harmless from and against all claims, damages, losses and expenses, including
reasonable fees and expenses of attorneys and other professionals relating to any obligation imposed upon any member of the Group
to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with the Consideration
received by Consultant.



 


		6.3	The Consultant undertakes that neither he nor anyone on his behalf shall bring claims against
                                                                any member of the Group with any cause of action based on employee-employer relations between the Consultant and any member
                                                                of the Group. It is agreed between the parties that, if despite the parties’ express representations and agreements
                                                                hereunder, it shall at any time be held by any competent judicial authority, that the relationship between the Consultant and
                                                                any member of the Group in respect of the Services provided pursuant to this Agreement is one of employer and employee, the
                                                                following provisions shall apply:



 


6.3.1.    Retroactively,
from the Effective Date and in lieu of any Consideration, the Consultant shall be deemed to have been entitled only to a gross
monthly salary (including for all over-time hours, if relevant) in an amount equal to 60% of the Consideration and all the remaining
amounts shall be deemed to have been paid on account of all payments and social benefits (whether required to be paid to an employee
under law, contract, custom or otherwise) and the Consultant shall not be deemed to have been entitled to any other payments or
benefits under law or otherwise. From the date of such holding and thereafter, the Consultant shall only be entitled to the gross
monthly salary in an amount equal to 60% of the Consideration and to the social benefits mandated under the law. All amounts paid
or payable to Consultant will be subject to withholding in accordance with applicable law;


 


6.3.2.    The
Company shall be entitled to set off from the amounts due to the Consultant pursuant to this Agreement and/or in accordance with
any other source the amounts which the Consultant is liable to refund to it pursuant to this Section or in accordance with any
other source.


 


		6.4	in the event that the Company shall be demanded and/or obligated, to pay any amount, give the Consultant
or any third party any right, deriving from the existence of the client-consultant relationship between the Consultant and the
Company, the Consultant shall indemnify the Company, within fourteen (14) days of its first demand, for any and all costs, liabilities
and expenses it may have in connection with such demand and/or obligation, including the economical value of such right and including
legal expenses.



 


		6.5	The terms of this Section 6 shall survive termination
of this Agreement,



 


		6.6	The Group shall indemnify the Consultant and shall hold him harmless from and against any loss,
damage, liability and expense (including attorney fees and legal costs) caused to or incurred by him as a result of third party
claims filed against him and arising out of or resulting from the performance of the Consultant of the Services and/or the use
by the Company of any information developed or provided by the Consultant in the performance of the Services, except for acts which
involve his willful misconduct. The Company shall insure the aforesaid liability.



 


		7.	Term and Termination.



 


		7.1	This Agreement
                                                                                  shall commence on the effective date set forth
                                                                                  in Exhibit A (the “Effective
                                                                                  Date”), and shall continue in force
                                                                                  for a period of one year and, unless previously
                                                                                  terminated, shall automatically renew for one
                                                                                  year periods each thereafter (the “Term”).
                                                                                  Notwithstanding the above, either party shall
                                                                                  be entitled to terminate this Agreement by thirty
                                                                                  (30) days prior written notice.





 






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		7.2	Notwithstanding
                                                                                                                                                       anything
                                                                                                                                                       else
                                                                                                                                                       to
                                                                                                                                                       the
                                                                                                                                                       contrary
                                                                                                                                                       herein,
                                                                                                                                                       the
                                                                                                                                                       Company
                                                                                                                                                       may
                                                                                                                                                       terminate
                                                                                                                                                       the
                                                                                                                                                       Consultant’s
                                                                                                                                                       engagement
                                                                                                                                                       at
                                                                                                                                                       any
                                                                                                                                                       time
                                                                                                                                                       by
                                                                                                                                                       written
                                                                                                                                                       notice
                                                                                                                                                       for
                                                                                                                                                       Cause.
                                                                                                                                                       In
                                                                                                                                                       such
                                                                                                                                                       event,
                                                                                                                                                       this
                                                                                                                                                       Agreement
                                                                                                                                                       and
                                                                                                                                                       the
                                                                                                                                                       consulting
                                                                                                                                                       relationship
                                                                                                                                                       shall
                                                                                                                                                       be
                                                                                                                                                       deemed
                                                                                                                                                       effectively
                                                                                                                                                       terminated
                                                                                                                                                       as
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       time
                                                                                                                                                       of
                                                                                                                                                       delivery
                                                                                                                                                       of
                                                                                                                                                       such
                                                                                                                                                       notice,
                                                                                                                                                       the
                                                                                                                                                       Consultant
                                                                                                                                                       will
                                                                                                                                                       not
                                                                                                                                                       be
                                                                                                                                                       entitled
                                                                                                                                                       to
                                                                                                                                                       any
                                                                                                                                                       payment
                                                                                                                                                       in
                                                                                                                                                       lieu
                                                                                                                                                       of
                                                                                                                                                       notice
                                                                                                                                                       period
                                                                                                                                                       and
                                                                                                                                                       any
                                                                                                                                                       office
                                                                                                                                                       which
                                                                                                                                                       the
                                                                                                                                                       Consultant
                                                                                                                                                       held
                                                                                                                                                       with
                                                                                                                                                       or
                                                                                                                                                       function
                                                                                                                                                       performed
                                                                                                                                                       for
                                                                                                                                                       the
                                                                                                                                                       Parent
                                                                                                                                                       shall
                                                                                                                                                       terminate
                                                                                                                                                       immediately.
                                                                                                                                                       For
                                                                                                                                                       purposes
                                                                                                                                                       of
                                                                                                                                                       this
                                                                                                                                                       Agreement,
                                                                                                                                                       termination
                                                                                                                                                       for
                                                                                                                                                       “Cause”
                                                                                                                                                       shall
                                                                                                                                                       mean
                                                                                                                                                       and
                                                                                                                                                       include:
                                                                                                                                                       (a)
                                                                                                                                                       conviction
                                                                                                                                                       of
                                                                                                                                                       any
                                                                                                                                                       crime
                                                                                                                                                       involving
                                                                                                                                                       moral
                                                                                                                                                       turpitude;
                                                                                                                                                       (b)
                                                                                                                                                       action
                                                                                                                                                       taken
                                                                                                                                                       by
                                                                                                                                                       the
                                                                                                                                                       Consultant
                                                                                                                                                       to
                                                                                                                                                       intentionally
                                                                                                                                                       harm
                                                                                                                                                       the
                                                                                                                                                       Group;
                                                                                                                                                       (c)
                                                                                                                                                       theft,
                                                                                                                                                       self-dealing
                                                                                                                                                       or
                                                                                                                                                       embezzlement
                                                                                                                                                       of
                                                                                                                                                       funds
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       Company;
                                                                                                                                                       (d)
                                                                                                                                                       any
                                                                                                                                                       material
                                                                                                                                                       breach
                                                                                                                                                       of
                                                                                                                                                       confidentiality
                                                                                                                                                       or
                                                                                                                                                       non-compete
                                                                                                                                                       obligations
                                                                                                                                                       or
                                                                                                                                                       of
                                                                                                                                                       the
                                                                                                                                                       fiduciary
                                                                                                                                                       duties
                                                                                                                                                       or
                                                                                                                                                       duties
                                                                                                                                                       of
                                                                                                                                                       care
                                                                                                                                                       to
                                                                                                                                                       the
                                                                                                                                                       Group.



 


		7.3	Upon the termination of the Services hereunder, the Consultant shall promptly deliver to the Company
or Parent all books, memoranda, plans, computer software, customer lists, records and data of every kind in whatever form or medium
relating to the business and affairs of the Group which are then in his possession or control. Upon termination of this Agreement,
for any reason, Consultant shall cooperate with the Group and use his best efforts to assist with the integration into the Group
of the person or persons who will assume Consultant’s responsibilities.



 


		8.	Deliverables and Discoveries



 


All work products resulting
from provision of the Services (the “Deliverables”) shall vest solely with the Company. Notwithstanding the
above, should any work product resulting from the provision of the Services result in the creation or development of intellectual
property which may entitle its owner to patent protection (“Discoveries”) such Discoveries shall be deemed
“Joint Inventions” under the License Agreement and be covered by the terms and conditions of the License Agreement.


 


		9.	Miscellaneous.



 


		9.1	Notice. For the purpose of this Agreement, notices and all other communications
                                                             provided for in the Agreement shall be in writing and shall be deemed to have been duly given on receipt if delivered
                                                             personally, upon receipt of a facsimile confirmation if faxed, two days after being sent by a nationally recognized
                                                             overnight                                                              carrier, three days after being mailed by certified
                                                             mail, postage prepaid, return receipt requested, or twenty four (24)
                                                             hours following the submission of an email message, addressed to the respective addresses set forth below or last given by
                                                             each party to the other, except that notice of change of address shall be effective only upon receipt. The initial
                                                             addresses of the parties for purposes of this Agreement shall be as set forth in Exhibit
                                                             A.






 


All notices, requests, demands,
payments invoices and other communications which are required or may be given under this Agreement shall be in writing and shall
be deemed to have been duly given


 


		9.2	No Waiver. No provision of this Agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by the Consultant, the Company and the Parent. No waiver by
either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time.



 


		9.3	Governing Law. This Agreement
                                                                shall be governed by and construed and enforced in accordance
                                                                with the laws of the State of Israel without giving effect to
                                                                the principles of conflict of law thereof. Any disputes arising
                                                                under or in relation to this Agreement shall be resolved exclusively
                                                                by the competent court in Tel Aviv.








 






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		9.4	Severability. The provisions of this Agreement shall be deemed severable and the invalidity
or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof, and any provision
deemed unenforceable by a court of competent jurisdiction shall be replaced by an enforceable provision that most nearly approximates
the intent of the unenforceable provision. In the event that a court of competent jurisdiction shall determine that any provision
of this Agreement or the application thereof is unenforceable in whole or in part because of the duration, scope or geographic
area thereof, the parties hereto agree that said court in making such determination shall have the power to reduce the duration,
scope or geographic area of such provision to the extent necessary to make it enforceable, and that the Agreement in its reduced
form shall be valid and enforceable to the full extent permitted by law.



 


		9.5	Entire Agreement. This
                                                                Agreement, including the exhibits, constitutes the entire agreement
                                                                between the parties hereto and supersedes all prior agreements
                                                                understandings and arrangements, oral or written, between the
                                                                parties hereto with respect to the subject matter hereof. No agreement
                                                                or representations, oral or otherwise, express or implied,
                                                                with respect to the subject matter hereof have been made by either
                                                                party which are not expressly set forth in this Agreement.



 


		9.6	Assignment. The Company shall have the right to assign this Agreement to any affiliate or
subsidiary of the Company or any corporation or other entity owning or acquiring all or substantially all the assets and business
of the Company whether by operation of law or otherwise. Neither this Agreement nor any right or interest hereunder shall be assignable
or transferable by the Consultant, its beneficiaries or legal representatives.



 


		9.7	Interpretation. The section headings contained herein are for reference purposes only and
shall not in any way affect the meaning or interpretation of this Agreement. The preamble to this Agreement constitutes an integral
part hereof.



 


IN WITNESS WHEREOF the parties have signed this
Agreement as of the date first hereinabove set forth.







 





	Brainstorm Cell Therapeutics Ltd.	 	Consultant
	Name:	Liat Sossover	 	Name:	Dr. Daniel Offen
	Title:	CFO	 	ID#:	
	Signature:	/s/ Liat Sossover	 	Signature:	/s/ Daniel Offen
	 	 	 	 	 
	Dated:	May 14, 2012	 	Dated:	20 May 2012
	 	 	 	 	 
	Brainstorm Cell Therapeutics Inc.	 	 	 
	Name:	 Adrian Harel	 	 	 
	Title:	A. CEO	 	 	 
	Signature:	/s/ Adrian Harel	 	 	 
	 	 	 	 	 
	Dated:	9/5/2012	 	 	 


 


The undersigned, Ramot at Tel Aviv
University Ltd., confirm and consent to the terms of Section 8 of the above Consulting Agreement.


 


	Name:	Shlomo Nimrodi	 
	Title:	CEO	 
	Signature:	/s/ Shlomo Nimrodi	 
	 	 	 
	Dated:	 	 


 











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Exhibit
A


 





	Name of Consultant:	Dr. Daniel Offen
	 	 
	I.D. Number:	
	 	 
	Consultant Address:	Kfar Haroeh 38955, Israel
	 	Email: danioffen@gmail.com
	 	 
	Company Address:	at 12 Bazel Street., Petach Tiqva, Israel
	 	Fax: 03-9236385
	 	Email: lsossover@brainstorm-cell.com
	 	 
	Effective Date:	January 1, 2012
	 	 
	Term:	As defined in the Agreement.
	 	 
	Services:	1.	Scientific consulting
	 	 	-          Assist, if needed, Group in characterization of MSC-NTF cells 
	 	 	-          Advise on new protocols to test the efficacy of the MSC-NTF cells
	 	 	-          Advise in planning of pre-clinical tests/efficacy studies for new applications
	 	 	-          Assist/advice in planning clinical trials that use MSC-NTF cells in new indications
	 	 	-          Provide management with required scientific advice/affairs
	 	2.	Patent filing opinion;
	 	 	-          Advice Group and the Patent law firm in patent phrasing
	 	 	-          Revise or Assist in scientific answers to Patent Office Action
	 	 	-          Assist in
    preparing scientific answers/ replies to the patent examiners
	 	3.	Potential investors:
	 	 	-          Assist preparing scientific slides to be included in presentations to investors
	 	 	-          Accompany management to meetings with potential investors to describe on Group’s inventions
	 	4.	Scientific conferences:
	 	 	-          Assist in preparing of scientific summaries, posters and Abstracts 
	 	 	-          Represent Group in/at scientific conferences
	 	5.	Scientific publications: assist the Group in phrasing scientific publications and articles
	 	6.	Present Scientific Seminars– give scientific lectures on scientific topics, that are out of the scope of Group
    activities and research.







 








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	Time Devotion:	The Consultant agrees to devote approximately one day a week for the provision of the Services  
     
	 	 
	Consideration:	$3,000 per month, plus VAT, commencing as of the Effective Date, subject to receipt of applicable invoice. In addition,
    Consultant shall be entitled to $3,000 per month to be paid by way of issuance of shares of the Parent. Such issuance shall
    be made twice a year. The number of Parent shares to be issued shall be based on the Parent share market closing price on
    the date of issuance.  







 






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Exhibit
B


 


CONFIDENTIALITY AND NON-COMPETITION


AGREEMENT


 


My obligations under this
Confidentiality and Non-Competition Agreement are towards Brainstorm Cell Therapeutics, Inc. and Brainstorm Cell Therapeutics
Ltd. (collectively, “Company”), and towards their present and future parent companies, subsidiaries, affiliates
and successors. All of the aforementioned entities shall be referred to collectively as the “Company’s
Entities”.


 


1.     Confidentiality


 


I will
regard and retain as confidential and will not divulge to any third party, or use for any unauthorized purposes either during or
after the term of my provision of services to the Company, any confidential information, which is proprietary of the Company or
other third parties, that I have acquired during my Services or in connection with my Services or contacts with the Company’s Entities,
without the written consent of an authorized representative of the Company. This obligation of confidence and non-use shall not
apply to:


		(a)	Information disclosed to me by the Company which, at the time of disclosure, is published or known publicly or is otherwise
in the public domain;



		(b)	Information which, after it is disclosed by the Company is published or becomes part of the public domain through no fault
of mine;



		(c)	Information disclosed to me which was known by me before the time of disclosure as evidenced by written records;



		(d)	Information which has been or hereafter is disclosed to me in good faith by a third party who was not under any obligation
of confidence or secrecy to the Company at the time of disclosure to me; and



		(e)	Information that has been independently developed at TAU or elsewhere without reference to the Confidential Information disclosed
to me as aforesaid.



 


Nothing herein shall be deemed
to limit, in any way, Ramot’s, TAU’s or my publication rights pursuant to Section 9.2 of the License Agreement with respect to
the Discoveries.


 


2.     Confidential Information


 


Confidential Information shall include,
but will not be limited to, information regarding research and development related to actual or anticipated products, inventions,
whether patentable or non-patentable, hardware, software or other products, methods of manufacture, trade secrets, business plans,
customer lists, finances, and any other data related to the business or affairs of the Company or the Company’s Entities. Confidential
information will include information in written, oral or any other form of communication.


 


3.     Return of Confidential Information


 


All materials including, but not limited
to, documents, notes, memoranda, records, diagrams, blueprints, bulletins, formulas, reports, computer programs, and any other
material of any kind and in any form, coming into my possession or prepared by me in connection with my service, are the exclusive
property of the Company (“Documents”). I agree to return to the Company all such Documents upon termination of my engagement
by the Company, unless I acquire the Company’s specific written consent to release any such Document.


 








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4.    Non
Competition


 


During the term of my engagement and for
a period of 18 months following such termination, I agree that I will not, either alone or jointly with others, or as an agent,
consultant or employee of any person, firm or company, directly or indirectly, carry on or engage in any activity or business
in the field of mesenchymal stem cells for neurodegenerative diseases (the “Field of Business”). For
the avoidance of doubt I shall not accept any work offered to me by Ramot in the Field of Business during the above non compete
period.


 


The above limitation shall not apply to
the development of medicine or cell treatment from other sources, such as muscle cells or cells from the mouth, for treatment of
nuerological or psychiatric diseases.


 


5.    Non-Solicitation


 


During the term of my provision of Services
to the Company and thereafter for a period of 12 months, I will not solicit or encourage or cause others to solicit or encourage
any employees of the Company’s Entities to terminate their employment with the Company, and I will not assist any employees of
the Company’s Entities to engage with any Competing Entities.


 


6.    Non
Conflicting Obligations


 


I will not disclose to the Company any
proprietary or confidential information belonging to any third party, including any prior or current employer or contractor, unless
I have first received the written approval of that third party. 1 am allowed to be engaged by other commercial third parties for
any purpose, provided that (i) such third party’s activities and products will not compete or conflict, directly
with the Company’s activities and products solely in the field of mesenchymal stem cells secreting neurotrophic factors for the
treatment of neurodegenerative diseases. (ii) my engagement with such third parties will not conflict with my duties and undertakings
hereunder, and (iii) in my engagement by such third parties I will not infringe any of the terms and conditions of this Agreement,
including, without limitation, with respect to confidentiality, non-compete, and intellectual property rights.


 


7.    Third
Party Information


 


I
recognize that the Company has received and will in the future receive from third parties their confidential or proprietary
information, subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for
certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not
to disclose it to any person or entity or to use it except as necessary in carrying out my position with the Company, consistent
with the Company’s agreement with such third party.


 


8.    Breach of Obligation


 


I am aware that a breach of any of the
obligations under this Agreement will cause the Company or the Company’s Entities serious and irreparable harm, to which no monetary
compensation can be an appropriate remedy. Therefore. 1 agree that if such a breach occurs, the Company shall be entitled, without
prejudice, to take all legal means necessary, including any injunctive relief, to restrain any continuation or further breach of
this Agreement.


 


9.    Assignment


 


This Agreement may be assigned by the Company.
I may not assign or delegate my obligations under this Agreement without the Company’s prior written approval.







 






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10.  Survival


 


My obligations under this Agreement
shall remain in full  force for a period of 5 years from termination, for any reason, of my engagement with the Company,
except for confidentiality which shall not be limited in time.


 


11.  Severability


 


The provisions of this Agreement shall
be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of
the other provisions hereof, and any provision deemed unenforceable by a court of competent jurisdiction shall be replaced by an
enforceable provision that most nearly approximates the intent of the unenforceable provision. In the event that a court of competent
jurisdiction shall determine that any provision of this Agreement or the application thereof is unenforceable in whole or in part
because of the duration, scope or geographic area thereof, the parties hereto agree that said court in making such determination
shall have the power to reduce the duration, scope or geographic area of such provision to the extent necessary to make it enforceable,
and that the Agreement in its reduced form shall be valid and enforceable to the full extent permitted by law.


 


12.  Condition to Engagement


 


I acknowledge that execution of this Agreement
is a condition to the Company’s engagement with me and the disclosure of any Confidential Information. I hereby declare and acknowledge
that my confidentiality and non-competition obligations under this Agreement are fair, reasonable, and proportional and are designed
to protect the Company’s and the Company’s Entities’ secrets and their confidential information, which constitute the essence of
their protected business and commercial advantage in which significant capital investments were made.


 


IN
WITNESS WHEREOF, I hereunto set my hand:


 


	/s/ D. Offen	 	20 May 2012
	Dr. Daniel Offen	 	Date


 








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