Exhibit
10.1


 


FOUNDERS
AGREEMENT


 


This Founders Agreement (the “Agreement”)
is entered into as of June 1, 2011, by and between Shai Yarkoni, an individual bearing Israeli passport 55365860 and Nadir Ashkenazi,
an individual bearing Israeli I.D. 14692909 and Kasian Nuriel Chirich, an individual bearing Israeli I.D. 55483143. (Each of the
individuals shall be referred to as a “Party” or “Shareholder” and collectively, the “Parties”
or “Shareholders”.


 


		WHEREAS	the Parties wish to establish a new company for the purpose of operating the Business (as such
term is defined hereunder),



 


		WHEREAS	The Parties wish to enter into this Agreement respecting the operation and management of the Company,
their ownership of the Company’s Shares and their mutual rights and obligations within the framework of the Company, all
as written in this Agreement;



 


NOW THEREFORE, in consideration of the mutual
promises and covenants set forth herein, the Shareholders agree as follows:


 


		1.	Formation of the Company



 


		1.1.	As soon as reasonably practicable after the signing of this Agreement, the Shareholders shall jointly
establish and, register a new company under the laws of Israel (the “Company”), in accordance with the provisions
set forth below



 


		1.2.	The Articles of Association of the Company upon registration thereof are attached hereto as Appendix
A shall reflect the provisions set forth herein in this Agreement (the “Articles”). In the event of
any contradiction or inconsistency between the relevant provisions of this Agreement and the Articles, the provisions of this Agreement
shall prevail, and - without limiting the generality of the aforesaid - the Parties shall take reasonable steps, including the
execution of documents, to amend the Articles accordingly.



 


		1.3.	The name of the Company shall be “SCelect Biotechnology”, or such other name as shall
be agreed between the Parties and approved by the Israeli Registrar of Companies.



 


		1.4.	The authorized share capital of the Company shall consist of one class of shares (the “Shares”).
All the Shares shall bear equal rights and obligations for all intents and purposes, including voting rights, rights to receive
dividends and - upon liquidation of the Company - rights to receive a portion of the assets of the Company legally available for
distribution to the shareholders of the Company



 


		1.5.	The authorised and issued Share capital of the Company consists of 500,000 Shares of 0.01 NIS par
value each, held by the Shareholders As follows:



 




     


     


    

  


		1.5.1.	Shai: 50,000 of the issued and outstanding share capital of the Company.



 


		1.5.2.	Nadir: 50,000 of the issued and outstanding share capital of the Company.



 


		1.5.3.	Chirich: 50,000 of the issued and outstanding share capital of the Company.



 


		2.	Scope of the Business



 


		2.1.	The Company shall establish and operate a business and raise funds for the development and commercialization
of that certain technology as described in Appendix B attached hereto (the “Business”). The Company
may also engage in other business activities subject to unanimous resolutions of the Company’s board of directors (the “Board”).



 


		2.2.	The Parties shall use their best efforts to contribute to the overall success of the Business of
the Company.



 


		2.3.	The Business of the Company shall be conducted in the best interests of the Company on sound commercial
profit making principles, so as to generate the maximum profits for distribution of dividends to the Shareholders, subject to the
terms and provisions set forth below.



 


		3.	Representations and Warranties



 


Each Party represents and warrants,
individually, to the others, as follows:


 


		3.1.	He is free, and has all corporate/individual power and authority, to enter and execute this Agreement
and there exist no agreement and/or any limitation and/or restriction, whatsoever, which may prevent such Shareholder from entering
and executing this Agreement.



 


		3.2.	This Agreement constitutes valid, binding and enforceable obligations of such Shareholder.



 


		3.3.	There are no legal proceedings pending against him, which are likely to materially impact on its
ability to perform its obligations under this Agreement.



 


		3.4.	He is fully aware that the operation of the Business and the Company involves a certain degree
of risk.



 


		3.5.	He is experienced, skilled and has the knowledge necessary to perform its undertakings hereunder.



 




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		4.	Contribution of the Parties



 


		4.1.	Shai Yarkoni and Nadir Ashkenazi agree to take all the necessary actions and execute any document
or instrument in order to duly assign the patents set forth in Appendix C (the “Patents”) to the
Company and to update all relevant authorities upon such transfer. The costs for patent maintenance paid by shai until now will
be considered as a loan bearing same interest as the loan of Chirich (see below).



 


		4.2.	Chirich, by himself or through a controlled subsidiary company, shall contribute funds to ensure
the operation of the Company pursuant to the Budget attached hereto as Appendix D. The said contribution shall be
made by way of a loan bearing interest and payment terms as will be agreed between the Parties.



 


		5.	Books-keeping and Accounting



 


		5.1.	Proper books of account shall be kept by the Company and entries shall be made therein of all matters,
terms, transactions and items as are usually written and entered into books of account in accordance with generally accepted Israeli
accounting principles (“GAAP”). All the Shareholders shall have free and full access at all reasonable times to examine
and copy them. The Company shall furnish to any Shareholder correct information, account and statements, pertaining to its business,
without any concealment or suppression.



 


		5.2.	Immediately following the execution of this Agreement, the Shareholders shall vote in favor
                                                                                                                                of appointing the auditors of the Company, and the auditors’ accountants shall, at the financial year end of the
                                                                                                                                Company, namely December 31, provide their review of the books and accounts of the Company. For such purpose, the
                                                                                                                                auditors shall have access to all books of account, records and all vouchers, cheques, papers and documents of or which may
                                                                                                                                relate to the Company.



 


		5.3.	The Company shall deliver to the Shareholders as soon as practicable, but in any event within six
(6) months after (he end of each fiscal year of the Company, a consolidated balance sheet of the Company as of the end of such
year, and statements of income and statements of cash flow of the Company for such year, prepared in accordance with GAAP, audited
by the Company’s auditors, and accompanied by an opinion of such firm which opinion shall state that such balance sheet and
statements of income and cash flow have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding
fiscal year, and present fairly and accurately the financial position of the Company as of their date, and that the audit by such
accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards.



 


		6.	Bank Accounts & Signature Rights



 


		6.1.	The Company shall maintain a bank account at such bank or financial institution as the Board shall,
from time to time, determine.



 




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		6.2.	All bank accounts and/or accounts shall be kept in the name of the Company and all cheques, bills,
notes, drafts or other instruments shall require signatures as approved by the Board.



 


		6.3.	All monies received from time to time for the account of the Company shall be paid immediately
into those bank accounts for the time being in operation, in the same drafts, cheques, bills or cash in which they are received
and all disbursements on account of the Company shall be made by cheque at such bank or trust company.



 


		7.	General Meetings of the Shareholders



 


		7.1.	The Shareholders’ meetings shall be convened as provided under the applicable law or the
Company’s Articles of Association, but not less than once every Calendar Year.



 


		7.2.	Each Share shall entitle the holder thereof to one vote on matters brought for the vote of the
Shareholders of the Company. A resolution shall be deemed adopted if a quorum is present and approved by the holders of a majority
of the voting power presented at a meeting in person or by proxy and voting thereon.



 


		7.3.	A quorum for a General Meeting shall be the present of shareholders holding not less than 75% of
the issued and outstanding share capital. Notwithstanding the aforesaid, if within 45 minutes of the time “arranged for the
General Meeting no quorum is present, such meeting shall stand adjourned and the General Meeting shall hold the adjourned meeting
after 96 hours of the original meeting. The shareholders shall receive notice of the adjourned meeting (including, by phone or
email). At such adjourned meeting if no quorum is present, the shareholders attending at such meeting shall be deemed as a legal
quorum.



 


		7.4.	A resolution in writing signed or agreed to in writing (including by facsimile) by all of the Shareholders
shall be valid for every purpose as a resolution adopted at a general meeting that was duly convened and held.



 


		7.5.	Any or all of the Shareholders may participate in a general meeting by means of a conference telephone
call or similar communications equipment by means of which all persons participating in the meeting can hear each other and such
participation in a meeting shall constitute presence in person at such meeting. If decisions were adopted as said herein, then
the Chairman of the Board shall write the minutes of the decision and attach to it his signature.



 


		7.6.	Any amendment of the Articles shall require a vote of 75% of the shareholders attending a meeting.



 


		8.	The Board



 


		8.1.	The Board shall manage the Company and have all powers and authorities as specified in the Company’s
Articles of Association.



 




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		8.2.	The Board shall supervise the general manager of the Company (the “General Manager”)
and his acts.



 


		8.3.	The Board shall consist of three (3) members. Each Shareholder holding at least 30% of the Company’s
capital shares shall be entitled to recommend appointment of one (1) director (and to remove any director so appointed from office
and to appoint another in the place of any director so removed).



 


		8.4.	Every appointment and removal by a Shareholder of a director pursuant to its entitlement shall
be notified in writing to the other Shareholders and to the Company.



 


		8.5.	The legal quorum at any meeting of the Board shall be the presence of majority of the directors
(the “Quorum”).



 


		8.6.	Notwithstanding the aforesaid, if within 45 minutes of the time arranged for the Board meeting
no Quorum is present, such meeting shall stand adjourned and the Board shall hold the adjourned meeting after 24 hours of the original
meeting. The members of the Board shall receive notice of the adjourned meeting (including, by phone or email). At such adjourned
meeting if no Quorum is present, the member/s of the Board attending at such meeting shall be deemed as a legal quorum.



 


		8.7.	The Chairman of the Board shall be nominated by the Board and shall not have any additional or
casting vote.



 


		8.8.	Members of the Board shall not be paid for performing their duties as such. Travel and accommodation
expenses pertaining the Board meetings shall be reimbursed by the Company on the basis of bills, invoices and other documents.



 


		8.9.	The members of the Board may also vote in writing, by delivery to the Company, prior to a Board
meeting a written notice stating their affirmative vote on an issue to be considered by such meeting.



 


		8.10.	A resolution in writing signed or agreed to in writing (including by facsimile) by all of the members
of the Board shall be valid for every purpose as a resolution adopted at a Board meeting that was duly convened and held.



 


		8.11.	Any or all of the members of the Board may participate in a meeting of the Board by means of a
conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear
each other and such participation in a meeting shall constitute presence in person at such meeting. If decisions were adopted as
said herein, then the Chairman of the Board shall write the minutes of the decision and attach to it his signature.



 


		8.12.	The Chairman of the Board is obligated to call a meeting of the Board pursuant to any request at
any time made by any member of the Board, or in accordance with the provisions of applicable law obliging him to do so.



 




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		8.13.	Subject to the provisions of applicable law, the Company will procure and maintain, on the Company’s
account, a sufficient insurance policy in order to insure the responsibility of the members of the Board, to the maximum extent
permitted by applicable law, for any liability that will be imposed on any of them in consequence of an act which he Performed
by virtue of being its officer, including with respect to any of the following:



 


		8.13.1.	A breach of the duty of care towards the Company or any other person;



 


		8.13.2.	A breach of the fiduciary duty towards the Company, provided that such member of the Board acted
in good faith;



 


		8.13.3.	A monetary obligation imposed on such member of the Board, in favor of a third party, which obligation
is due to or in connection with his position as a Board member.



 


		8.14.	Subject to the provisions of applicable law, the Company shall indemnify the members of the Board,
to the maximum extent permitted by applicable law., in respect of an act performed by him by virtue of him being its officer, including
with respect to any of the following:



 


		8.14.1.	A monetary liability imposed on him in favor of a third party in any judgment, including any settlement
confirmed as judgment and an arbitrator’s award which has been approved by the court;



 


		8.14.2.	Reasonable litigation expenses, including legal fees paid for by such member of the Board, or which
he is obligated to pay under a court order, in a civil proceeding brought against him, or in a criminal proceeding in which he
is found innocent; or in a criminal proceeding in which he is convicted of an offense that does not require proof of criminal intent.



 


		8.15.	The Board members shall not be entitled to remuneration for their performance, save for coverage
for actual expenses approved in advance by the Company.



 


		9.	OFFICERS



 


		9.1.	The General Manager (CEO) shall be nominated and removed from his office by the Board. The first
General Manager (CEO) shall be Shai Yarkoni



 


		9.2.	The General Manager is responsible for the ongoing operation of the Company’s affairs within
the bounds of the policy determined by the Board and subject to its directions and supervision.



 


		9.3.	All others key officers (such as CTO, CFO, COO) shall be nominated by the CEO subject to the approval
of the Board. The first CTO shall be Nadir Ashkenazi.



 




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		10.	Signatory Rights



 


The signatory rights on behalf of
the Company shall be defined and amended from time to time by the Board.


 


		11.	Preemptive Rights



 


The following provisions shall apply
with respect to the preemptive rights of the Company:


 


		11.1.	If at any time, the Company proposes to issue and sell New Securities, as defined below, it shall
enable each of the Shareholders (in this section to be referred to as “Offerees”) to maintain its proportionate
holdings of the share capital of the Company. The Offeree’s pro rata share shall be the ratio of the number of the Company’s
Shares then held by the Offeree as of the date of the Rights Notice (as defined in Section 12.3 below), to the sum of the total
number of Shares issued as of such date. This preemptive right shall be subject to the following provisions:



 


		11.2.	“New Securities” shall mean any share capital of the Company, whether or not
now authorized, and rights, options or warrants to purchase share capital and/or securities of any type whatsoever that are, or
may become, convertible and/or exercisable into share capital; provided that the term “New Securities” shall not include
(i) securities offered to the public in a public offering at an official stock exchange; (ii) securities issued pursuant to the
acquisition of another corporation by the Company by merger, purchase of all or substantially all the assets of another corporation
or any other reorganization whereby the Company shall own not less than 51% (fifty-one percent) of the voting power of such corporation;
and (iii) securities issued pursuant to any share split or other kind of recapitalization, in a manner which does not effect the
percentage of holdings of the Shareholders in the issued share capital of the Company.



 


		11.3.	If the Company proposes to issue New Securities, it shall give the Offerees a written notice (the
“Rights Notice”) of its intention, describing the New Securities, the price, the general terms upon which the
Company proposes to issue them, and the number of New Securities that the Offeree has the right to purchase under this Section
12. Each Offeree shall have 21 days from delivery of the Rights Notice to agree to purchase (i) all or any part of its pro-rata
share of such New Securities and (ii) all or any part of the pro-rata share of the other Offerees entitled to such rights to the
extent that such other Offerees do not elect to purchase their full pro-rata share, in each case for the price and upon the general
terms specified in the Rights Notice, by giving written notice to the Company setting forth the quantity of New Securities to be
purchased, provided that such Offerees shall be obligated to consummate the purchase of such New Securities only if the Company
consummates the sale of the balance (if any) of the New Securities, pursuant to the terms described in the Rights Notice.



 




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		11.4.	In the event that any Offeree fails to exercise in full its preemptive right within the period
specified hereinbefore, the Company shall have 120 days after delivery of the Rights Notice to sell the unsold New Securities at
a price and upon general terms no more favorable to the purchasers thereof than specified in the Rights Notice, provided that concurrently
with such sale the Company shall sell the eligible New Securities to the Offeree/s which properly excised their/its preemptive
rights pursuant to section 12.3 above. If the Company has not sold the New Securities within said 120 days period, the Company
shall not thereafter issue or sell any New Securities without complying again with the procedure set forth in this Section 12.



 


		12.	Transfer Restrictions



 


		12.1.	The transferability of the company’s Shares to a third party shall be restricted in accordance
with the provisions of sections 14-16 hereunder.



 


		12.2.	Any transfer of share that will not be done accordingly to sections 14-16 hereunder, shell not
be valid.



 


		13.	Right of First Refusal



 


		13.1.	Any Shareholder who wishes to sell or transfer any or all of the Shares or other securities of
the Company of any kind whatsoever owned by him, or any interest therein, including option to purchase Shares of the Company and
securities convertible to Shares of the Company, which exist now or at any time hereafter, or contract to do any of the foregoing,
whether directly or indirectly (the “Offeror” and the “Securities” respectively), pursuant
to the terms of a bona fide offer received from any third party, shall submit a written offer (the “Offer”)
to transfer the Securities to the other Shareholders (the “Offerees”) on terms and conditions, including price,
identical to those proposed by such party (the terms of the Offer are referred to herein as the “Proposed Terms”).
The Offer shall disclose the identity of the proposed purchaser or transferee, the Securities proposed to be sold or transferred
and the Proposed Terms.



 


		13.2.	Within 14 days from the date of receipt of the Offer, each Offeree shall give written notice to
the Offeror (the “Response Note”) whether it wishes to purchase the Securities, pursuant to the Proposed Terms_
If such Response Notice has not been given by any Offeree within the aforesaid time period, it shall be deemed to have refused
to purchase the Offered Shares.



 


		13.3.	At the expiration of said 14 days: (i) if notices of Offerees who express their wish to purchase
Securities have been received by the Offeror in respect of all of the Securities, the Securities shall be transferred by the Offeror
to such Offerees pursuant to the Proposed Terms; (ii) in the event that the Offerees do not elect to purchase all of the Securities,
but rather all or some of then express their consent to purchase part of the Securities, in accordance with their pro-rata holdings
in the Company, and in accordance with the provisions of this section 14, then the Offeror shall transfer to those Offerees, which
so elected to purchase some of the Securities, such quantity of these securities as indicated by them, in accordance with their
pro-rata holdings in the Co any, and the balance of the Securities shall be transferred to the third party identified in the Offer;
(iii) in the event that the Offerees do not elect to purchase any of the Securities, then the Offeror shall be entitled at
its own discretion to transfer the Securities to the party identified in the Offer.



 




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		13.4.	Any such transfer shall be executed at not less than the price and upon other terms and conditions;
if any, not more favorable to the purchaser than the Proposed Terms.



 


		13.5.	Any Securities not sold within 90 days period shall again be subject to the requirements of a prior
offer and right of first refusal pursuant to this Section 14.



 


		13.6.	The rights of first refusal contained in this Section 14 shall not apply to a transfer to one of
the following: (i) a corporation in which the transferor holds at least 51% of the voting power and/or (ii) one or more of the
transferor’s shareholders (hereafter “Permitted Transferee”); provided however,
that with respect to each and every transfer of Securities, whether to a Permitted Transferee or otherwise, the transferee in such
transfer agrees in writing, prior to or concurrently with such Transfer, to be bound by the terms of this Agreement.



 


		13.7.	Any transfer of Shares, by a Permitted Transferee is subject to this Section 14.



 


		14.	Tag-Alone (Co-Sale)



 


The following provisions shall apply
with respect to the tag-along rights regarding the Securities of the Company:


 


		14.1.	subject to the terms and provisions of section 14 above, it is agreed that should a Shareholder
of the Company (the “Selling Shareholder”) receive a bona fide offer (a “Purchase Offer”),
from any person or entity (the “Third Party”) to purchase from such Selling Shareholder any Securities (as defied
in section 14 above) of the Company held by such Selling Shareholder (the “Offered Securities”), which Purchase
Offer such Selling Shareholder intends to accept, the other Shareholders shall have the right to participate in such sale of the
Offered Securities pursuant to the terms and conditions of such Purchase Offer. Upon receipt of a Purchase Offer, the Selling Shareholder
shall promptly give written notice (the “Purchase Notice”) thereof to the other Shareholders of the Company
at least 21 days prior to the closing of such sale or transfer. The Purchase Notice shall describe in reasonable detail the proposed
sale or transfer including, without limitation, the number of the Offered Securities to be sold or transferred, the nature of such
sale or transfer, the consideration to be paid, and the name and address of the Third Party. Each other Shareholder of the Company
shall be entitled, upon written notice to the Selling Shareholder within 14 days after receipt of the Purchase Notice (a “Participation
Notice”), to sell to the Third Party up to that number of its Shares determined by multiplying the total number of the
Offered Shares times a fraction the numerator of which is the number of the Shares owned by such Shareholder and the denominator
of which is the total number of Shares owned by all the Shareholders of the Company, other than the Selling Shareholder. A Participation
Notice shall indicate the number of Shares that such Shareholder intends to transfer to the Third Party. To the extent that a Shareholder
exercises such right, the number of Offered Securities that the Selling Shareholder may sell pursuant to such Purchase Offer shall
be correspondingly reduced. At the closing of the sale to the Third Party, the Selling Shareholder shall transfer its shares to
the Third Party only if the Third Party concurrently therewith purchases, on the same terms and conditions specified in the Purchase
Notice, all of the Securities as to which a Participation Notice has been delivered by the other Shareholders or any of them.



 




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		14.2.	The rights of co-sale contained in this Section 15 shall not apply to a transfer to a Permitted
Transferee; provided however, that with respect to each and every transfer of Securities, whether to a Permitted
Transferee or otherwise, the transferee in such transfer agrees in writing, prior to or concurrently with such Transfer, to be
bound by the terms of this Agreement.



 


		14.3.	Any transfer of Shares by a Permitted Transferee is subject to this Section 15.



 


		15.	Bring Along



 


In the event that a certain Shareholders
shall elect to sell all of their Shares to a third party (the “Proposing Shareholders”), and such Proposing
Shareholders hold in the aggregate at least 70% of the Company’s issued and outstanding share capital, the other Shareholder
(the “Remaining Shareholder”) shall be required, if so demanded by the Proposing Shareholders, to sell all of
its Shares in the Company to such third party at the same price per Share and upon the same terms and conditions as the Proposing
Shareholders, provided that the consideration to be paid by said third party for the Shares of the Remaining Shareholder will reflect,
at least, a 30% increase, per annum, on the total monetary financing provided to the Company by the Remaining Shareholder (i.e.
the total monetary financing provided by the Remaining Shareholder plus 30% per each year: 30% at the end of the first year, 60%
at the end of the second year, etc.).


 


		16.	Confidentiality



 


		16.1.	Each of the Shareholders shall at all times use all reasonable efforts to keep confidential (and
to ensure that its employees and agents keep confidential) any confidential information which it may acquire in relation to the
Company and/or the Business and shall not use or disclose such information except in the ordinary course of advancing and promoting
the Business. The restriction in this Section 17 shall not apply to any information which is:



 


		16.1.1.	Publicly available or becomes publicly available through no fault of that Shareholder;



 


		16.1.2.	Disclosed to that Shareholder by a third party; or



 




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		16.1.3.	Disclosed by that Shareholder in accordance with the requirements of law, any stock exchange regulation
or any binding judgment, order or requirement of any court or other competent authority in Israel or any other country.



 


		16.2.	The provisions of this Section 17 shall survive any termination of this Agreement.



 


		17.	Miscellaneous



 


		17.1.	This Agreement, together with the appendices attached hereto, constitutes the entire agreement
among the Shareholders in respect of the subject matter hereof and thereof, and shall supersede all other prior agreements and
understandings, both written and oral, among the Shareholders in respect of the subject matter hereof and thereof.



 


		17.2.	The descriptive headings herein are inserted for convenience of reference only and are not intended
to be part of or to affect the meaning or interpretation of this Agreement.



 


		17.3.	In this Agreement, words and expressions importing the singular shall include the plural and vice
versa; words and expressions importing the masculine gender shall include the feminine gender and vice versa; and words and expressions
importing persons shall include bodies corporate and vice versa.



 


		17.4.	Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned
by a Shareholder, except (a) with the prior written consent of the other Shareholders, and provided always that such assignee
shall undertake in writing to be subject to all obligations of the assignor under this Agreement, or (b) to a transferee of
that Shareholder’s Shares in the Company in accordance with Sections 13-16 above. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of, and be enforceable by, the Shareholders and their respective successors
and permitted assigns.



 


		17.5.	Each of the Shareholders shall perform such further acts and execute such further documents as
may reasonably be necessary to carry out and give full effect to the provisions of this Agreement.



 


		17.6.	Upon the incorporation of the Company, the Shareholders will procure that the Company is made fully
aware of the terms and conditions of this Agreement, and that it will endorse the same by appropriate corporate action.



 


		17.7.	Any term of this Agreement may be amended, terminated or waived only with the written approval
of all Shareholders.



 


		17.8.	This Agreement shall be exclusively governed by and construed according to the laws of the State
of Israel.



 




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		17.9.	In the event of a dispute, the Shareholders shall meet and attempt in good faith to resolve this
dispute. This duty to resolve a dispute in good faith shall continue for at least 30 days after one Shareholder requests a meeting
for the purpose of resolving a dispute. If after 30 days the Shareholders are unable to resolve their dispute amicably, then either
Shareholder may submit to the others an arbitration demand. Any dispute will be solely and finally settled by arbitration in Tel-Aviv-Jaffa,
Israel. Should the Shareholders fail to agree on an arbitrator within 14 days after the arbitration has been demanded, then the
arbitrator shall be nominated by the chairman of the Israeli Bar (the “Arbitrator”). The Arbitrator shall be
bound to the substantive laws of the state of Israel but shall not be bound by or subject to any laws of evidence or procedural
law. The Arbitrator’s ruling shall be subject to each Shareholder’s right to appeal to an additional arbitrator (the
“Appealing Arbitrator”). Should the Shareholders fail to agree on the Appealing Arbitrator within 14 days after
the arbitration has been demanded, then the arbitrator shall be nominated by the chairman of the Israeli Bar. Any ruling or decision,
whether as determined by the Arbitrator or by the Appealing Arbitrator, including interim, shall detail the merits upon which it
was based,



 


		17.10.	All notices and other communications required or permitted hereunder to be given to any Shareholder
shall be in writing and shall be sent by facsimile or by express courier or mailed by registered mail, or otherwise delivered by
hand or by messenger, addressed to such Shareholder’s address as set forth above or at such other address as any Shareholder
shall have furnished to the other Shareholder in writing in accordance with this provision.



 


Any notice sent in accordance with
this Section 18.10 shall be effective (i) if mailed, 5 business days after mailing, (ii) if sent by express courier,
2 business days after mailing, and (iii) if sent via facsimile, on the first business day after transmission and electronic
confirmation of receipt.


 


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


 





	/s/ Shai Yarkoni	 	/s/ Nadir Askenasy	 	/s/ Kasbian Chirich
	Shai Yarkoni	 	Nadir Askenasy	 	Kasbian Nuriel Chirich




 




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Appendix A


 


 


 


 


[Articles of Association of Cellect Biotechnology Ltd.]


 




     


     


    

  


Appendix B - Technology


 


Selection of Hematopoietic progenitors for
transplantation using intrinsic insensitivity to receptor-mediated apoptosis. This unique property of primitive stem and progenitor
cells allows implementation of negative selection through elimination of other cell subsets, including malignant, immune and mature
cells. These negative regulatory signals in somatic cells operate as independent tropic factors in primitive stem and progenitor
cells, which synergize with other growth factors in activation. The two distinct differentiating factors are:


 


a) Cells are identified according to functional
characteristic rather than surface markers.

 b) Activation of tropic pathways concomitant with negative selection.


 


Products / applications with established proof of concept


 


A line of products will be developed for Bone
Marrow Transplants according to indication (Hematopoietic malignancy, Autoimune diseases such as SLE, MS, ALS etc...) and source
of hematopoietic cells (umbilical cord, mobilized peripheral blood or bone marrow). We anticipate 5-8 products, each will have
a different combination of death ligands that will best suit particular problems of the specific transplant setting: reduce toxicity,
increase engraftment, reduce the Graft Vs Host disease (GvHD), reduce graft rejection or deplete malignant contaminants.


 


The proposed approach will reduce significantly
the cost of cell preparation as compared to immunormagnetic-based progenitor isolation, and will activate tropic pathways to shorten
the time to and improve the quality of engraftment. This is anticipated to cause an exponential increase in the use of Hematopoietic
Stern cells Transplants currently held back by extreme toxicity and very high costs.


 




     


     


    

  


June 4, 2011


 


STATUS REPORT


 


	METHOD OF INDUCING IMMUNE TOLERANCE VIA BLOOD/LYMPH FLOW-RESTRICTED BONE MARROW TRANSPLANTATION


 


	Our Ref	 	Country	 	Earliest Priority	 	Entry Date	 	Filing Date

        Application No.
	 	Issue Date

        Patent No.
	 	Next Action	 	Status	 	Owner
	24970	 	USA

        CIF
	 	07-Sep-2001

        60/317,447
	 	 	 	09-Sep-2002

        10/237,033
	 	21-Nov-2006

        7,138,144
	 	Tax 7.5

        21-May-2014
	 	Granted	 	Styx LLC


 


METHODS OF SELECTING STEM CELLS AND USES THEREOF


 


	Our Ref	 	Country	 	Earliest Priority	 	Entry Date	 	Filing Date

        Application No.
	 	Issue Date

        Patent No.
	 	Next Action	 	Status	 	Owner
	39644	 	PCT	 	31-May-2006

        60/809,390
	 	 	 	31-May-2007

        IL2007/000663
	 	Publ. Date:

        06-Dec-2007

        Publ. #: W02007/138597
	 	 	 	Expired	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49814	 	Canada

        NP
	 	31-May-2006

        60/809,390
	 	28-Nov-2008	 	31-May-2007

        2,653,881
	 	 	 	Tax 6 + Request Examination
        Due

        31-May-2012
	 	Pending	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49815	 	Europe

        NP
	 	31-May-2006

        60/809,390
	 	17-Dec-2008	 	31-May-2007

        07736403.2
	 	 	 	Tax 6 31-May-2012

        DIV new rule due FINAL

        23-Jul-2012
	 	Pending	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49817	 	USA

        NP
	 	31-May-2006

        60/809,390
	 	14-Oct-2009	 	31-May-2007

        12/227,865
	 	 	 	 	 	Pending	 	ASKENASY Nadir
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49818	 	India

        NP
	 	31-May-2006

        60/809,390
	 	30-Dec-2008	 	31-May-2007

        2785/MUMNP/2008
	 	 	 	 	 	Pending	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49820	 	Israel

        NP
	 	31-May-2006

        60/809,390
	 	30-Nov-2008	 	31-May-2007

        195608
	 	 	 	Awaiting Publication of Grant	 	Allowed	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49813	 	Australia

        NP
	 	31-May-2006

        60/809,390
	 	24-Dec-2008	 	31-May-2007

        2007266565
	 	 	 	 	 	Abandoned	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49816	 	Japan

        NP
	 	31-May-2006

        60/809,390
	 	28-Nov-2008	 	31-May-2007

        2009512772
	 	 	 	 	 	Abandoned	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	49819	 	China

        NP
	 	31-May-2006

        60/809,390
	 	 	 	31-May-2007

        200780028001.5
	 	 	 	 	 	Abandoned	 	Styx LLC


 




     


     


    

  


REGULATORY IMMUNE CELLS WITH ENHANCED CELL DEATH DIRECT EFFECT


 


	Our Ref	 	Country	 	Earliest Priority	 	Entry Date	 	Filing Date

        Application No.
	 	Issue Date

        Patent No.
	 	Next Action	 	Status	 	Owner
	51138	 	USA

        PRO
	 	 	 	 	 	22-Jul-2010

        61/366545
	 	 	 	Expires 22-Jul-2011	 	Filed	 	Styx LLC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	51139	 	PCT	 	22-Jul-2010

        61/366,545
	 	 	 	 	 	 	 	PCT Application Due

        22-Jul-2011
	 	Open	 	YARKONI Shai


 




    	 	2	 



     


    

  


Appendix D


 


Budget:


 





	SCT102 preclinical development	 	 		 	 	$	1.2M	
	l Pharmacology
    (large animals)	 	 	0.3	 	 	 	 	 
	l Toxicology
    (non human primates)	 	 	0.5	 	 	 	 	 
	l Manufacturing/CMC	 	 	0.4	 	 	 	 	 
	Research	 	 	 	 	 	$	0.2M	
	Salaries (2.0FTE for 24 months)	 	 	 	 	 	$	0.3M	
	Corporate costs	 	 	 	 	 	$	0.3M	
	 	 	 	 	 	 	 	 	 
	Total	 	 	 	 	 	$	2.0M