FIRST AMENDMENT
TO AGREEMENT 


THIS FIRST
AMENDMENT TO AGREEMENT (“Amendment”) is made as of December 31, 2011 by and among Prof. Avi Israeli, Hadasit
Medical Research Services and Development Ltd. and BrainStorm Cell Therapeutics Inc. (together, the “Parties”).


WHEREAS, the
Parties have entered into that certain Agreement dated April 13th, 2010 (the “Agreement”); and


WHEREAS, it
is and was the intention of the Parties that the Options (as defined in the Agreement) be granted initially on April 13, 2010 and
then also granted upon each anniversary of April 13, 2010 until the Agreement is terminated (and subject to other terms and conditions
stated in the Agreement), and the Parties wish to clarify the Agreement accordingly.


NOW, THEREFORE,
in consideration of the mutual promises herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties hereby agree as follows:


1.       That
Section 3.1 of the Agreement is amended and restated in its entirety as follows: 


3.1     options or warrants
to purchase up to 200,000 (two hundred thousand) (subject to adjustment for stock splits, stock dividends, reverse stock splits,
recapitalizations and the like, but for the avoidance of doubt, such options or warrants shall not have any anti-dilution adjustments
or protections and shall not have preemptive rights attach to such options or warrants, and the holder of the options or warrants
shall not be granted any preemptive rights) shares of the Company’s common stock, par value USD $0.00005, to be granted
on the date of this Agreement (April 13, 2010) and upon each anniversary of the date of this Agreement (i.e. on April 12, 2011,
April 12, 2012, April 12, 2013, and so on) until the Agreement is terminated, with par value USD $0.00005 each, at an exercise
price per share of USD $0.00005 per share of Company common stock (the “Options”) as follows: Prof. Israeli
shall be granted options to purchase 166,666 (one hundred sixty six thousand, six hundred and sixty six) shares of the Company’s
common stock, par value USD $0.00005 each, and Hadasit shall be granted warrants to purchase 33,334 (thirty three thousand three
hundred and thirty four) shares of the Company’s common stock, par value USD $0.00005 each. 


2.       That Section 3.2
of the Agreement is amended and restated in its entirety as follows: 


3.2     The Options shall
terminate upon the earliest of: (i) the 10 year anniversary of the grant date of such Option; (ii) immediately prior to a sale
of all or substantially all of the shares of the Company in a merger and/or acquisition transaction; or (iii) six (6) months following
the termination of the Agreement (the “Termination Date”). Options not exercised by such time shall become null
and void.



    	 



    	 



    

 


3.         That Section
3.3 of the Agreement is amended and restated in its entirety as follows:


3.3       The Options shall
vest and become exercisable in twelve (12) consecutive equal monthly amounts at the end of each calendar month following the date
of grant (as determined in accordance with Section 3.1 of this Agreement) of such Option. For clarity, in the event of termination
of this Agreement, all options or warrants for the purchase of common stock that have vested and become exercisable under Options
prior to the date of termination of this Agreement, shall be made available to be exercised immediately after termination thereof.
Vesting shall be subject to (i) the provisions of Company’s 2004 Global Share Option Plan, (ii) a resolution of the Board
of Directors of the Company, and (iii) the execution by the parties of an option agreement or warrant and any other document required
by the Company. 


4.        This
Amendment may be executed in counterparts which, when taken together, shall constitute one and the same agreement. 


 


[Signatures on following page]



    	 



    	 



    

 


IN WITNESS
WHEREOF, the parties have executed this Amendment as of the date first written above. 


	 	BRAINSTORM CELL THERAPEUTICS INC.
	 	 
	 	By:  /s/ Liat Sossover
	 	Name: Liat Sossover
	 	Title: Chief Financial Officer
	 	 
	 	/s/ Avi Israeli
	 	Prof. Avi Israeli
	 	 
	 	HADASIT MEDICAL RESEARCH
	 	SERVICES AND DEVELOPMENT LTD.
	 	 
	 	By:  /s/ Dr. Einat Zisman
	 	Name:  Dr. Einat Zisman
	 	Title:   CEO