Unassociated Document


    Exhibit
      10.2

    


    THIS
      WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS

    EXERCISE
      ARE SUBJECT TO THE RESTRICTIONS ON

                TRANSFER
      SET FORTH IN SECTION 4 OF THIS
      WARRANT        

    
      

    

     

    
      	 	
              Number
                of Shares: 150,000

            
	 	
              (subject
                to adjustment)

            
	
              Date
                of Issuance: March 5, 2007

            	 


    

    BRAINSTORM
      CELL THERAPEUTICS, INC.

     

    Common
      Stock Purchase Warrant

     

    (Void
      after March 5, 2009)

     

    BrainStorm
      Cell Therapeutics, Inc., a Delaware corporation (the “Company”), for value
      received, hereby certifies that Eli Weinstein, or its registered assigns (the
      “Registered Holder”), is entitled, subject to the terms and conditions set forth
      below, to purchase from the Company, at any time or from time to time on or
      after the date of issuance and on or before 5:00 p.m. (New York time) on March
      5, 2009, 150,000 shares of Common Stock, $0.00005 par value per share, of the
      Company, at a purchase price of $0.45 per share. The shares purchasable upon
      exercise of this Warrant, and the purchase price per share, each as adjusted
      from time to time pursuant to the provisions of this Warrant, are hereinafter
      referred to as the “Warrant Shares” and the “Purchase Price,”
respectively.

     

    1. Exercise.

     

    (a) This
      Warrant may be exercised by the Registered Holder, in whole or in part, by
      surrendering this Warrant, with the purchase form appended hereto as
Exhibit I
      duly
      executed by the Registered Holder or by the Registered Holder’s duly authorized
      attorney, at the principal office of the Company, or at such other office or
      agency as the Company may designate, accompanied by payment in full, in lawful
      money of the United States, of the Purchase Price payable in respect of the
      number of Warrant Shares purchased upon such exercise.

     

    (b) The
      Registered Holder may, at its option, elect to pay some or all of the Purchase
      Price payable upon an exercise of this Warrant by canceling a portion of this
      Warrant exercisable for such number of Warrant Shares as is determined by
      dividing (i) the total Purchase Price payable in respect of the number of
      Warrant Shares being purchased upon such exercise by (ii) the excess of the
      Fair Market Value per share of Common Stock (as defined below) as of the
      Exercise Date (as defined in subsection 1(c) below) over the Purchase Price
      per
      share. If the Registered Holder wishes to exercise this Warrant pursuant to
      this
      method of payment with respect to the maximum number of Warrant Shares
      purchasable pursuant to this method, then the number of Warrant Shares so
      purchasable shall be equal to the total number of Warrant Shares, minus the
      product obtained by multiplying (x) the total number of Warrant Shares by
      (y) a fraction, the numerator of which shall be the Purchase Price per
      share and the denominator of which shall be the Fair Market Value per share
      of
      Common Stock as of the Exercise Date. The Fair Market Value per share of Common
      Stock shall be determined as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (i) If
      the
      Common Stock is listed on a national securities exchange, the Nasdaq Global
      Market or another nationally recognized trading system as of the Exercise Date,
      the Fair Market Value per share of Common Stock shall be deemed to be the
      average of the high and low reported sale prices per share of Common Stock
      thereon on the trading day immediately preceding the Exercise Date (provided
      that if no such price is reported on such day, the Fair Market Value per share
      of Common Stock shall be determined pursuant to clause (ii)).

     

    (ii) If
      the
      Common Stock is not listed on a national securities exchange, the Nasdaq Global
      Market or another nationally recognized trading system as of the Exercise Date,
      the Fair Market Value per share of Common Stock shall be deemed to be the amount
      most recently determined by the Board of Directors to represent the fair market
      value per share of the Common Stock (including without limitation a
      determination for purposes of granting Common Stock options or issuing Common
      Stock under an employee benefit plan of the Company); and, upon request of
      the
      Registered Holder, the Board of Directors (or a representative thereof) shall
      promptly notify the Registered Holder of the Fair Market Value per share of
      Common Stock. Notwithstanding the foregoing, if the Board of Directors has
      not
      made such a determination within the three-month period prior to the Exercise
      Date, then (A) the Board of Directors shall make a determination of the
      Fair Market Value per share of the Common Stock within 15 days of a request
      by
      the Registered Holder that it do so, and (B) the exercise of this Warrant
      pursuant to this subsection 1(b) shall be delayed until such determination
      is
      made.

     

    (c) Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant shall have been
      surrendered to the Company as provided in subsection 1(a) above (the “Exercise
      Date”). At such time, the person or persons in whose name or names any
      certificates for Warrant Shares shall be issuable upon such exercise as provided
      in subsection 1(d) below shall be deemed to have become the holder or holders
      of
      record of the Warrant Shares represented by such certificates.

     

    (d) As
      soon
      as practicable after the exercise of this Warrant in full or in part, and in
      any
      event within 10 days thereafter, the Company, at its expense, will cause to
      be
      issued in the name of, and delivered to, the Registered Holder, or as such
      Holder (upon payment by such Holder of any applicable transfer taxes) may
      direct:

     

    (i) a
      certificate or certificates for the number of full Warrant Shares to which
      the
      Registered Holder shall be entitled upon such exercise plus, in lieu of any
      fractional share to which the Registered Holder would otherwise be entitled,
      cash in an amount determined pursuant to Section 3 hereof; and

     

    (ii) in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Warrant Shares equal (without giving effect to any adjustment therein)
      to the number of such shares called for on the face of this Warrant minus the
      sum of (a) the number of such shares purchased by the Registered Holder
      upon such exercise plus (b) the number of Warrant Shares (if any) covered
      by the portion of this Warrant cancelled in payment of the Purchase Price
      payable upon such exercise pursuant to subsection 1(b) above.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    2. Adjustments.

     

    (a) Adjustment
      for Stock Splits and Combinations.
      If the
      Company shall at any time or from time to time after the date on which this
      Warrant was first issued (the “Original Issue Date”) effect a subdivision of the
      outstanding Common Stock, the Purchase Price then in effect immediately before
      that subdivision shall be proportionately decreased. If the Company shall at
      any
      time or from time to time after the Original Issue Date combine the outstanding
      shares of Common Stock, the Purchase Price then in effect immediately before
      the
      combination shall be proportionately increased. Any adjustment under this
      paragraph shall become effective at the close of business on the date the
      subdivision or combination becomes effective.

     

    (b) Adjustment
      for Certain Dividends and Distributions.
      In the
      event the Company at any time, or from time to time after the Original Issue
      Date shall make or issue, or fix a record date for the determination of holders
      of Common Stock entitled to receive, a dividend or other distribution payable
      in
      additional shares of Common Stock, then and in each such event the Purchase
      Price then in effect immediately before such event shall be decreased as of
      the
      time of such issuance or, in the event such a record date shall have been fixed,
      as of the close of business on such record date, by multiplying the Purchase
      Price then in effect by a fraction:

     

    (1) the
      numerator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date, and

     

    (2) the
      denominator of which shall be the total number of shares of Common Stock issued
      and outstanding immediately prior to the time of such issuance or the close
      of
      business on such record date plus the number of shares of Common Stock issuable
      in payment of such dividend or distribution;

     

    provided,
      however, if such record date shall have been fixed and such dividend is not
      fully paid or if such distribution is not fully made on the date fixed therefor,
      the Purchase Price shall be recomputed accordingly as of the close of business
      on such record date and thereafter the Purchase Price shall be adjusted pursuant
      to this paragraph as of the time of actual payment of such dividends or
      distributions.

     

    (c) Adjustment
      in Number of Warrant Shares.
      When
      any adjustment is required to be made in the Purchase Price pursuant to
      subsections 2(a) or 2(b), the number of Warrant Shares purchasable upon the
      exercise of this Warrant shall be changed to the number determined by dividing
      (i) an amount equal to the number of shares issuable upon the exercise of
      this Warrant immediately prior to such adjustment, multiplied by the Purchase
      Price in effect immediately prior to such adjustment, by (ii) the Purchase
      Price in effect immediately after such adjustment.

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    (d) Adjustments
      for Other Dividends and Distributions.
      In the
      event the Company at any time or from time to time after the Original Issue
      Date
      shall make or issue, or fix a record date for the determination of holders
      of
      Common Stock entitled to receive, a dividend or other distribution payable
      in
      securities of the Company (other than shares of Common Stock) or in cash or
      other property (other than cash out of earnings or earned surplus, determined
      in
      accordance with generally accepted accounting principles), then and in each
      such
      event provision shall be made so that the Registered Holder shall receive upon
      exercise hereof, in addition to the number of shares of Common Stock issuable
      hereunder, the kind and amount of securities of the Company and/or cash and
      other property which the Registered Holder would have been entitled to receive
      had this Warrant been exercised into Common Stock on the date of such event
      and
      had the Registered Holder thereafter, during the period from the date of such
      event to and including the Exercise Date, retained any such securities
      receivable, giving application to all adjustments called for during such period
      under this Section 2 with respect to the rights of the Registered
      Holder.

     

    (e) Adjustment
      for Mergers or Reorganizations, etc.
      If there
      shall occur any reorganization, recapitalization, consolidation or merger
      involving the Company in which the Common Stock is converted into or exchanged
      for securities, cash or other property (other than a transaction covered by
      subsections 2(a), 2(b) or 2(d)), then, following any such reorganization,
      recapitalization, consolidation or merger, the Registered Holder shall receive
      upon exercise hereof the kind and amount of securities, cash or other property
      which the Registered Holder would have been entitled to receive if, immediately
      prior to such reorganization, recapitalization, consolidation or merger, the
      Registered Holder had held the number of shares of Common Stock subject to
      this
      Warrant.  In
      any
      such case, appropriate adjustment (as determined in good faith by the Board
      of
      Directors of the Company) shall be made in the application of the provisions
      set
      forth herein with respect to the rights and interests thereafter of the
      Registered Holder, to the end that the provisions set forth in this Section
      2
      (including provisions with respect to changes in and other adjustments of the
      Purchase Price) shall thereafter be applicable, as nearly as reasonably may
      be,
      in relation to any securities, cash or other property thereafter deliverable
      upon the exercise of this Warrant.

     

    (f) Certificate
      as to Adjustments.
      Upon
      the occurrence of each adjustment or readjustment of the Purchase Price pursuant
      to this Section 2, the Company at its expense shall promptly compute such
      adjustment or readjustment in accordance with the terms hereof and furnish
      to
      the Registered Holder a certificate setting forth such adjustment or
      readjustment (including the kind and amount of securities, cash or other
      property for which this Warrant shall be exercisable and the Purchase Price)
      and
      showing in detail the facts upon which such adjustment or readjustment is based.
      The Company shall, upon the written request at any time of the Registered
      Holder, furnish or cause to be furnished to the Registered Holder a certificate
      setting forth (i) the Purchase Price then in effect and (ii) the
      number of shares of Common Stock and the amount, if any, of other securities,
      cash or property which then would be received upon the exercise of this
      Warrant.

     

    3. Fractional
      Shares.
      The
      Company shall not be required upon the exercise of this Warrant to issue any
      fractional shares, but shall make an adjustment therefor in cash on the basis
      of
      the Fair Market Value per share of Common Stock, as determined pursuant to
      subsection 1(b) above.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

    4. Requirements
      for Transfer.

     

    (a) This
      Warrant and the Warrant Shares shall not be sold or transferred unless either
      (i) they first shall have been registered under the Securities Act of 1933,
      as amended (the “Act”), or (ii) the Company first shall have been furnished
      with an opinion of legal counsel, reasonably satisfactory to the Company, to
      the
      effect that such sale or transfer is exempt from the registration requirements
      of the Act.

     

    (b) Notwithstanding
      the foregoing, no registration or opinion of counsel shall be required for
      (i) a transfer by a Registered Holder which is a corporation to a wholly
      owned subsidiary of such corporation, a transfer by a Registered Holder which
      is
      a partnership to a partner of such partnership or a retired partner of such
      partnership or to the estate of any such partner or retired partner, or a
      transfer by a Registered Holder which is a limited liability company to a member
      of such limited liability company or a retired member or to the estate of any
      such member or retired member, provided that the transferee in each case agrees
      in writing to be subject to the terms of this Section 4, or (ii) a
      transfer made in accordance with Rule 144 under the Act.

     

    (c) Each
      certificate representing Warrant Shares shall bear a legend substantially in
      the
      following form:

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, and may not be offered, sold or otherwise
      transferred, pledged or hypothecated unless and until such securities are
      registered under such Act or an opinion of counsel satisfactory to the Company
      is obtained to the effect that such registration is not required.”

     

    The
      foregoing legend shall be removed from the certificates representing any Warrant
      Shares, at the request of the holder thereof, at such time as they become
      eligible for resale pursuant to Rule 144(k) under the Act.

     

    5. No
      Impairment.
      The
      Company will not, by amendment of its charter or through reorganization,
      transfer of assets, consolidation, merger, dissolution, issue or sale of
      securities or any other voluntary action, avoid or seek to avoid the observance
      or performance of any of the terms of this Warrant, but will at all times in
      good faith assist in the carrying out of all such terms and in the taking of
      all
      such action as may be necessary or appropriate in order to protect the rights
      of
      the holder of this Warrant against impairment.

     

    6. Notices
      of Record Date, etc.
      In the
      event:

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

    (a) the
      Company shall take a record of the holders of its Common Stock (or other stock
      or securities at the time deliverable upon the exercise of this Warrant) for
      the
      purpose of entitling or enabling them to receive any dividend or other
      distribution, or to receive any right to subscribe for or purchase any shares
      of
      stock of any class or any other securities, or to receive any other right;
      or

     

    (b) of
      any
      capital reorganization of the Company, any reclassification of the Common Stock
      of the Company, any consolidation or merger of the Company with or into another
      corporation (other than a consolidation or merger in which the Company is the
      surviving entity and its Common Stock is not converted into or exchanged for
      any
      other securities or property), or any transfer of all or substantially all
      of
      the assets of the Company; or

     

    (c) of
      the
      voluntary or involuntary dissolution, liquidation or winding-up of the
      Company,

     

    then,
      and
      in each such case, the Company will mail or cause to be mailed to the Registered
      Holder a notice specifying, as the case may be, (i) the record date for such
      dividend, distribution or right, and the amount and character of such dividend,
      distribution or right, or (ii) the effective date on which such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up is to take place, and the time, if any is to be fixed, as of which
      the holders of record of Common Stock (or such other stock or securities at
      the
      time deliverable upon the exercise of this Warrant) shall be entitled to
      exchange their shares of Common Stock (or such other stock or securities) for
      securities or other property deliverable upon such reorganization,
      reclassification, consolidation, merger, transfer, dissolution, liquidation
      or
      winding-up. Such notice shall be mailed at least ten days prior to the record
      date or effective date for the event specified in such notice.

     

    7. Reservation
      of Stock.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery upon the exercise of this Warrant, such number of Warrant Shares and
      other securities, cash and/or property, as from time to time shall be issuable
      upon the exercise of this Warrant.

     

    8. Exchange
      of Warrants.
      Upon
      the surrender by the Registered Holder, properly endorsed, to the Company at
      the
      principal office of the Company, the Company will, subject to the provisions
      of
      Section 4 hereof, issue and deliver to or upon the order of such Holder, at
      the
      Company’s expense, a new Warrant or Warrants of like tenor, in the name of the
      Registered Holder or as the Registered Holder (upon payment by the Registered
      Holder of any applicable transfer taxes) may direct, calling in the aggregate
      on
      the face or faces thereof for the number of shares of Common Stock (or other
      securities, cash and/or property) then issuable upon exercise of this
      Warrant.

     

    9. Replacement
      of Warrants.
      Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and (in the case of loss, theft or
      destruction) upon delivery of an indemnity agreement (with surety if reasonably
      required) in an amount reasonably satisfactory to the Company, or (in the case
      of mutilation) upon surrender and cancellation of this Warrant, the Company
      will
      issue, in lieu thereof, a new Warrant of like tenor.

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

    10. Transfers,
      etc.

     

    (a) The
      Company will maintain a register containing the name and address of the
      Registered Holder of this Warrant. The Registered Holder may change its or
      his
      address as shown on the warrant register by written notice to the Company
      requesting such change.

     

    (b) Subject
      to the provisions of Section 4 hereof, this Warrant and all rights hereunder
      are
      transferable, in whole or in part, upon surrender of this Warrant with a
      properly executed assignment (in the form of Exhibit II
      hereto)
      at the principal office of the Company.

     

    (c) Until
      any
      transfer of this Warrant is made in the warrant register, the Company may treat
      the Registered Holder as the absolute owner hereof for all purposes;
provided,
      however,
      that if
      and when this Warrant is properly assigned in blank, the Company may (but shall
      not be obligated to) treat the bearer hereof as the absolute owner hereof for
      all purposes, notwithstanding any notice to the contrary.

     

    11. Mailing
      of Notices, etc.
      All
      notices and other communications from the Company to the Registered Holder
      shall
      be mailed by first-class certified or registered mail, postage prepaid, to
      the
      address last furnished to the Company in writing by the Registered Holder.
      All
      notices and other communications from the Registered Holder or in connection
      herewith to the Company shall be mailed by first-class certified or registered
      mail, postage prepaid, to the Company at its principal office set forth below.
      If the Company should at any time change the location of its principal office
      to
      a place other than as set forth below, it shall give prompt written notice
      to
      the Registered Holder and thereafter all references in this Warrant to the
      location of its principal office at the particular time shall be as so specified
      in such notice.

     

    12. No
      Rights as Stockholder.
      Until
      the exercise of this Warrant, the Registered Holder shall not have or exercise
      any rights by virtue hereof as a stockholder of the Company. Notwithstanding
      the
      foregoing, in the event (i) the Company effects a split of the Common Stock
      by means of a stock dividend and the Purchase Price of and the number of Warrant
      Shares are adjusted as of the date of the distribution of the dividend (rather
      than as of the record date for such dividend), and (ii) the Registered
      Holder exercises this Warrant between the record date and the distribution
      date
      for such stock dividend, the Registered Holder shall be entitled to receive,
      on
      the distribution date, the stock dividend with respect to the shares of Common
      Stock acquired upon such exercise, notwithstanding the fact that such shares
      were not outstanding as of the close of business on the record date for such
      stock dividend.

     

    13. Piggyback
      Registration Rights.
      The
      Registered Holder shall have “piggyback registration rights” with respect to the
      Warrant Shares, subject to certain limitations and conditions, including, among
      others, cutback provisions and underwriter discretion, to be included by the
      Company in a resale registration statement filed with the Securities and
      Exchange Commission.  The Registered Holder understands and acknowledges
      that the Warrant Shares have not been registered for resale with the Securities
      and Exchange Commission, and until such a registration is made and becomes
      effective, the Warrant Shares may not be sold or transferred (other than
      pursuant to an effective registration statement or an exemption from
      registration). 

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

    14. Change
      or Waiver.
      Any
      term of this Warrant may be changed or waived only by an instrument in writing
      signed by the party against which enforcement of the change or waiver is sought.
      

     

    15. Section
      Headings.
      The
      section headings in this Warrant are for the convenience of the parties and
      in
      no way alter, modify, amend, limit or restrict the contractual obligations
      of
      the parties.

     

    16. Governing
      Law.
      This
      Warrant will be governed by and construed in accordance with the internal laws
      of the State of New York (without reference to the conflicts of law provisions
      thereof).

     

    EXECUTED
      as of the Date of Issuance indicated above.

     

     

    
      	 	 	 
	 	BRAINSTORM
              CELL
              THERAPEUTICS, INC.
	 
 	 
 	 
 
	 	By:  	/s/ Yoram
              Drucker
	[Corporate
              Seal]	
              
Title:
Chief
              Operating Officer
	 	 
	ATTEST:	 
	 	 
	
              
 	 


    

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    EXHIBIT
      I

     

    PURCHASE
      FORM

     

    To:_________________Dated:____________

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No. ___), hereby irrevocably elects to purchase (check
      applicable box):

     

    
      	 	
              0

            	
              _____
                shares of the Common Stock covered by such Warrant;
                or

            


    

     

    
      	 	
              0

            	
              the
                maximum number of shares of Common Stock covered by such Warrant
                pursuant
                to the cashless exercise procedure set forth in
                Section 1(b).

            


    

     

    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $________. Such
      payment takes the form of (check
      applicable box or boxes):

     

    
      	 	
              0

            	
              $______
                in lawful money of the United States;
                and/or

            


    

     

    
      	 	
              0

            	
              the
                cancellation of such portion of the attached Warrant as is exercisable
                for
                a total of _____ Warrant Shares (using a Fair Market Value of $_____
                per
                share for purposes of this calculation);
                and/or

            


    

     

    
      	 	
              0

            	
              the
                cancellation of such number of Warrant Shares as is necessary, in
                accordance with the formula set forth in Section 1(b), to exercise
                this Warrant with respect to the maximum number of Warrant Shares
                purchasable pursuant to the cashless exercise procedure set forth
                in
                Section 1(b).

            


    

     

    Signature: ______________________

     

    Address: _______________________

     

    _______________________

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    EXHIBIT
      II

     

    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED, ________________________________________ hereby sells, assigns and
      transfers all of the rights of the undersigned under the attached Warrant (No.
      ____) with respect to the number of shares of Common Stock covered thereby
      set
      forth below, unto:

     

    
      	
              Name
                of Assignee

            	 	
              Address

            	 	
              No.
                of Shares

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    Dated:_____________________                            Signature:________________________________

     

    Signature
      Guaranteed:

     

    By:
      _______________________

     

    The
      signature should be guaranteed by an eligible guarantor institution (banks,
      stockbrokers, savings and loan associations and credit unions with membership
      in
      an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
      under the Securities Exchange Act of 1934.

     

    
      
         

      

        -10-