Exhibit 10.1


 





WARRANT EXERCISE AGREEMENT


 


This Warrant Exercise
Agreement (this “Agreement”), dated as of June 6, 2018, is by and among Brainstorm Cell Therapeutics Inc., a
Delaware corporation (the “Company”), and the undersigned holder of a Common Stock Purchase Warrant (the “Existing
Warrant”) issued by the Company on January 8, 2015 (the “Holder”).


 


WHEREAS, the Holder
agrees to immediately exercise the Existing Warrant, pursuant to the terms set forth therein, and in consideration therefor, the
Holder shall receive a newly issued Common Stock Purchase Warrant from the Company pursuant to the terms set forth herein (“New
Warrant”);


 


NOW, THEREFORE, IN
CONSIDERATION of the mutual covenants contained in this Agreement, and for good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the Holder and the Company agree as follows:





 


article
I


definitions


 


Section 1.1 Definitions.
Capitalized terms not defined in this Agreement shall have the meanings ascribed to such terms in the Warrant Exercise Agreement
(the “Purchase Agreement”) pursuant to which the Existing Warrants were issued.





 


ARTICLE II


EXERCISE OF EXISTING WARRANTS AND ISSUANCE
OF NEW WARRANTS


 


Section 2.1Amendment
and Exercise of Existing Warrants. Holder hereby agrees to exercise (the “Warrant Exercise”) some or all of its
Existing Warrants for a cash exercise payment pursuant to the terms of the Existing Warrants (subject to adjustment below). The
number of Existing Warrant Shares purchased (the “Exercised Warrant Shares”) and the aggregate exercise price are set
forth on the Holder’s signature page hereto. Immediately prior to and conditional upon such exercise on the date hereof,
the Existing Warrants covering the Exercised Warrant Shares shall be automatically and with no further action amended, such that
the Exercise Price of the Exercised Warrant Shares shall be $5.00 per share. The Exercise Price of any Existing Warrant Shares
which are not exercised in accordance with this Agreement shall not be amended. Within one (1) Trading Day of the date hereof,
the Holder shall deliver the aggregate cash exercise price for such Exercised Warrant Shares to the wire instructions set forth
on the Company’s signature page hereto and within one (1) Trading Day of receipt by the Company of such aggregate cash exercise
price (same day if funds are received by the Company by 11:59 a.m. Eastern Time), the Company shall deliver the Exercised Warrant
Shares to the Holder’s DTC account via the DWAC system. Holder agrees that Holder’s broker will initiate the DWAC promptly
after Holder receives notice from the Company that Exercised Warrant Shares have been issued, and understands and acknowledges
that a broker initiating the DWAC after 3:30 p.m. Eastern Time may result in delay of receipt of shares until the following business
day. The exercise of the Exercised Warrant Shares shall otherwise be pursuant to, and subject to the terms of, the Existing Warrant.
The date of the closing of the exercise of the Exercised Warrant Shares and other transactions contemplated hereunder shall be
referred to as the “Closing”. In connection with its exercise hereunder Holder shall comply with its obligations
under Section 2 of the Existing Warrant. Notwithstanding anything herein to the contrary, in the event that the Warrant Exercise
would otherwise cause the Holder to exceed the beneficial ownership limitations (“Beneficial Ownership Limitation”)
in the Existing Warrants, the Company shall only issue such number of Exercised Warrant Shares to the Holder (as instructed in
writing by Holder) that would not cause such Holder to exceed the maximum number of Warrant Shares permitted thereunder with the
balance to be held in abeyance until the balance (or portion thereof) may be issued in compliance with such limitations. Holder
shall provide written notice to the Company promptly when any additional Exercised Warrant Shares may be issued in compliance with
the Beneficial Ownership Limitation. The balance of the Exercised Warrant Shares shall promptly be issued when the Holder provides
notice that the Holder holds less than the Beneficial Ownership Limitation.


 






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Section 2.2Issuance
of New Warrants. Within 3 Trading Days of the date hereof, the Company shall deliver to the Holder a New Warrant to purchase
up to a number of shares of Common Stock equal to 100% of the number of Exercised Warrant Shares, which New Warrant shall be immediately
exercisable and have an exercise period through December 31, 2020 with an exercise price equal to $9.00 per share, subject to adjustment
therein. The New Warrant shall otherwise be substantially in the form of the Existing Warrant. Hereafter the New Warrants shall
be referred to as the “Warrants” and the shares of Common Stock underlying such Warrants shall be referred to
herein as the “Warrant Shares”.


 


Section 2.3Registration
Rights. On or prior to 30 days following the date hereof (the “Filing Date”), the Company shall prepare
and file with the Commission a registration statement covering the resale of all of the Warrant Shares underlying the New Warrants
(“Registrable Securities”) for an offering to be made on a continuous basis pursuant to Rule 415. Each registration
statement filed hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable
Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance herewith, subject to
the provisions of Section 2(e)); provided, however, that no Holder shall be required to be named as an “underwriter”
without such Holder’s express prior written consent. The Company shall use commercially reasonable efforts to cause a registration
statement filed under this Agreement to be declared effective under the Securities Act as promptly as possible after the filing
thereof, but in any event no later than 120 days following the date hereof, and shall use commercially reasonable efforts to keep
such registration statement continuously effective under the Securities Act until the date that all Registrable Securities covered
by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale
restrictions pursuant to Rule 144 (assuming cashless exercise) and without the requirement for the Company to be in compliance
with the current public information requirement under Rule 144, as determined by the counsel to the Company pursuant to a written
opinion letter to such effect, addressed and acceptable to the Transfer Agent and the affected Holders (the “Effectiveness
Period”). Violations by the Company of this Section 2.3 shall result in the Holder having the right to cashless exercise
of the New Warrants in accordance with their terms and shall be the sole remedy or penalty owed to the Holder.


 






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Section 2.4Subsequent
Equity Sales. For the 90 days following the date hereof (the “Stand-Still Period”), neither the Company nor any
Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common
Stock or Common Stock Equivalents (including but not limited to any transactions relating to any Existing Warrants, other than
exercise thereof solely in accordance with their terms), without the prior written consent of all of the Holders of the Warrant
Shares then exercisable under all outstanding Warrant Exercise Agreements with the Company dated on or about the date hereof. Notwithstanding
the foregoing, this Section 2.4 shall not apply in respect of (i) an Exempt Issuance, other than issuances of registered shares
to consultants (which shall continue to require consent during the Stand-Still Period) or (ii) any filing relating to the continuation
of, or replacement filing relating to, the Company’s shelf registration statement on Form S-3 (File No. 333-204718).


 


Section 2.5Subsequent
Agreements. During such time as the New Warrant is unexercised, the Company acknowledges and agrees that it will not enter
into any agreement with any holder of an Existing Warrant issued by the Company on January 8, 2015 in connection with such Holder’s
rights in such Existing Warrant and granting rights materially more favorable than those set forth in this Agreement, without the
prior written consent of the Holders of a majority of the Warrant Shares then exercisable under all outstanding Warrant Exercise
Agreements with the Company dated on or about the date hereof. For avoidance of doubt, an agreement with the same terms set forth
herein when the Company’s stock price is higher than the date hereof would constitute an agreement with rights materially
more favorable than those set forth in this Agreement.


 


Section 2.6Filing
of Form 8-K and Prospectus Supplement. Prior to 9:30 am ET on the date hereof, the Company shall issue a Current Report on
Form 8-K, reasonably acceptable to each Holder disclosing the material terms of the transactions contemplated hereby, which shall
include this Agreement as an attachment thereto; provided however, if this Agreement is executed after 9:30 am ET the Current Report
on Form 8-K shall be filed prior to 9:30 am ET on the following Trading Day. From and after the issuance of such Form 8-K, the
Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder
by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with
the transactions contemplated by this Agreement. In addition, within 1 Trading Day of the date hereof, the Company shall file a
prospectus supplement under Rule 424 under the Securities Act to registration statement number 333-201704 (the “Registration
Statement”), disclosing the terms of the transactions hereunder.


 


Section 2.7Conditions
to Holder’s Obligations. The obligations of the Holder hereunder in connection with the Closing are subject to the following
conditions being met:


 






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(a)              
the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material
Adverse Effect, in all respects) on the date of the Closing of the representations and warranties of the Purchasers contained herein
(unless as of a specific date therein in which case they shall be accurate as of such date);


 


(b)              
the Registration Statement shall be effective as of the Closing Date for the resale by the Holder of the Warrant Shares
underlying the Existing Warrants;


 


(c)       all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing shall have been performed;


 


(d)        the
delivery of a Secretary’s Certificate, attaching any Board of Directors and Pricing Committee resolutions approving the transactions
contemplated hereby;


 


(e)       there
shall have been no Material Adverse Effect with respect to the Company since the date hereof; and


 


(f)       from
the date hereof to the Closing, trading in the Common Stock shall not have been suspended by the Commission (except for any suspension
of trading of limited duration agreed to by the Company, which suspension shall be terminated prior to the Closing), and, at any
time prior to the Closing, trading in securities generally as reported by Bloomberg Financial Markets shall not have been suspended
or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any
Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor
shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such
magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment
of each Holder, makes it impracticable or inadvisable to consummate the transactions hereunder.


 


Section 2.8Conditions
to Company’s Obligations.The effectiveness of this Agreement shall be subject to and conditional upon the prior written
consent to the transactions contemplated hereby, of (i) the Undersigned Holder and each other Holder executing this Agreement on
the date hereof, executing the same form Leak-Out Agreement in form reasonably acceptable to the parties hereto; and (ii) the Holders
of a majority of the Existing Warrant Shares exercisable under all outstanding Warrant Exercise Agreements. The parties agree to
make good faith efforts to seek and provide such consent. In the event that the parties hereto are unable to obtain such consent
on or before June 18, 2018, this Agreement shall be void ab initio. By execution of this Agreement, the undersigned Holder,
with respect to all of its Existing Warrant Shares (whether or not exercised), hereby consents to the transactions contemplated
by this Agreement and to the Company entering into Warrant Exercise Agreements with other Holders of Existing Warrant Shares upon
substantially similar terms to this Agreement.


 






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ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Section 3.1Representations
and Warranties of the Company. The Company hereby makes the representations and warranties set forth below to the Holder that
as of the date of its execution of this Agreement:


 


(a)              
Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate
the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder. The execution
and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of such Company and no further action is required by such Company, its board of
directors or its stockholders in connection therewith. This Agreement has been duly executed by the Company and, when delivered
in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company
in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by
laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification
and contribution provisions may be limited by applicable law.


 


(b)              
Registration Statement. The Warrant Shares underlying the Existing Warrants are registered for resale by the Holder
on an effective registration statement on Form S-3, File No. 333-201704 and the Company knows of no reasons why such registration
statement shall not remain available for the resale of such Warrant Shares for the foreseeable future. The Company shall keep the
Registration Statement effective and available for use by the Holder until all Warrant Shares underlying the Existing Warrants
are sold by the Holder.


 


(c)              
No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the
Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s
certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute
a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any lien
upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, acceleration or cancellation
(with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument
(evidencing Company debt or otherwise) or other material understanding to which the Company is a party or by which any property
or asset of the Company is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected.


 






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(d)              
Disclosure. Except with respect to the material terms and conditions of the transactions contemplated by this Agreement,
the Company confirms that neither it nor any other Person acting on its behalf has provided any of Holder or their agents or counsel
with any information that it believes constitutes or might constitute material, non-public information. The Company understands
and confirms that the Holder will rely on the foregoing representation in effecting transactions in securities of the Company.
All of the disclosure furnished by or on behalf of the Company to the Holder regarding the Company and its Subsidiaries, their
respective businesses and the transactions contemplated hereby, including but not limited to the disclosure set forth in the SEC
Reports, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.


 


Section 3.2Representations
and Warranties of the Holder. The Holder hereby makes the representations and warranties set forth below to the Company that
as of the date of its execution of this Agreement:


 


(a)              
Due Authorization. The Holder represents and warrants that (i) the execution and delivery of this Agreement by it
and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on its behalf
and (ii) this Agreement has been duly executed and delivered by the Holder and constitutes the valid and binding obligation of
the Holder, enforceable against it in accordance with its terms.


 


(b)              
No Conflicts. The execution, delivery and performance of this Agreement by the Holder and the consummation by the
Holder of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Holder’s
organizational or charter documents, or (ii) conflict with or result in a violation of any agreement, law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or governmental authority which would interfere with the ability
of the Holder to perform its obligations under this Agreement.


 


(c)              
Access to Information. The Holder acknowledges that it has had the opportunity to review this Agreement and the SEC
Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from,
representatives of the Company concerning the terms and conditions of the exercise of the Existing Warrants and issuance of the
New Warrants and the merits and risks of investing in the Warrant Shares underlying the Existing Warrants; (ii) access to information
about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient
to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses
or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to
the investment. 


 






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(d)              
Holder Status. At the time such Holder was offered the New Warrants, it was, and as of the date hereof it is, and
on each date on which it exercises any New Warrants, it will be either: (i) an “accredited investor” as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer”
as defined in Rule 144A(a) under the Securities Act.


 


 


ARTICLE IV


MISCELLANEOUS


 


Section 4.1Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be made in accordance
with the provisions of the Purchase Agreement.


 


Section 4.2Survival.
All warranties and representations (as of the date such warranties and representations were made) made herein or in any certificate
or other instrument delivered by it or on its behalf under this Agreement shall be considered to have been relied upon by the parties
hereto and shall survive the issuance of the Existing Warrants. This Agreement shall inure to the benefit of and be binding upon
the successors and permitted assigns of each of the parties; provided however that no party may assign this Agreement or the obligations
and rights of such party hereunder without the prior written consent of the other parties hereto.


 


Section 4.3Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission,
such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such facsimile signature page were an original thereof.


 


Section 4.4Severability.
If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt
to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Agreement.


 


Section 4.5Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
pursuant to the Governing Law provision of the Purchase Agreement.


 


Section 4.6Entire
Agreement. The Agreement, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 






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Section
4.7Construction. The headings herein are for convenience only, do not constitute a part of this Agreement and shall
not be deemed to limit or affect any of the provisions hereof. The language used in this Agreement will be deemed to be the language
chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.


 


Section 4.8Termination. 
This Agreement may be terminated by any Holder, as to the Holder’s obligations hereunder, by written notice to the other
parties, if the Closing has not been consummated on or before June 18, 2018, unless such failure shall be due to the failure of
Holder to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior
to the Closing.


 


Section 4.9Fees
and Expenses. Except as expressly set forth herein, each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery
and performance of this Agreement. The Company shall pay all transfer agent fees, stamp taxes and other taxes and duties levied
in connection with the delivery of any Warrants or Warrant Shares.


  


 


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 





	 	BRAINSTORM CELL THERAPEUTICS INC.
	 	 	 
	 	By:
	 
	 
	 	 	Name:	 Chaim Lebovits
	 	 	Title:	President and Chief Executive Officer


 


 


Wire Instructions:


 





 







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[PURCHASER
SIGNATURE PAGES TO BCLI


AMENDMENT
AGREEMENT]


 


IN WITNESS WHEREOF,
the undersigned have caused this Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 





	Name of Holder: 	 
	Signature of Authorized Signatory of Holder:	 
	Name of Authorized Signatory: 	 
	Title of Authorized Signatory:	 
	Email Address of Holder: 	 
	 	 
	Number of Existing Warrants to be exercised (i.e. Exercised Warrant Shares): 	 
	Aggregate Exercise Price (at $5.00 per Exercised Warrant Share): 	 
	Warrant Shares underlying New Warrants:	 







 


 


DWAC Instructions for Warrant Shares:


 


  


Address for Delivery of New Warrants for Holder:


 






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