Category
Industry
Companies
Contracts
Governing Law Clause Example with 31 Variations from Business Contracts
This page contains Governing Law clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Governing Law. This Warrant will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). EXECUTED as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocab...ly elects to purchase (check applicable box): 0_____ shares of the Common Stock covered by such Warrant; or 0the 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 0the 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 0the 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: 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. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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.
View More
Variations of a "Governing Law" Clause from Business Contracts
Governing Law. This Warrant will The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be governed by and construed determined in accordance with the internal laws of the State of Delaware (without reference New York, without giving effect to the principles of conflicts of law provisions thereof). EXECUTED laws, and applicable federal law. 10 INFINITY AUGMENTED REALITY, INC. 2014 EQUITY INCENTIVE PLAN APPENDIX A FORM OF NONQUALIFIED STOCK OPTION AGREEMENT T...his NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the date ____ day of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, ____________ 20__ (the "Grant Date"), is between INFINITY AUGMENTED REALITY, INC., a Nevada corporation (the "Company"), and _____________ (the "Optionee"), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a "Related Corporation"), pursuant to the provisions set forth in INFINITY AUGMENTED REALITY, INC. 2014 Equity Incentive Plan (the "Plan"). WHEREAS, the attached Warrant (No. ___), hereby irrevocably elects Company desires to give the Optionee the opportunity to purchase (check applicable box): 0_____ shares of the Common Stock covered by such Warrant; or 0the 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 common stock 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 0the 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 0the cancellation of such number of Warrant Shares as is necessary, Company, par value $0.00001 ("Common Shares") in accordance with the formula provisions of the Plan, a copy of which is attached hereto; NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth in Section 1(b), and for other good and valuable consideration, the parties hereto, intending to exercise this Warrant with respect be legally bound hereby, agree as follows: 1. Grant of Option. The Company hereby grants to the maximum number Optionee the right and option (the "Option") to purchase all or any part of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth an aggregate of ___________________ (______) Common Shares. The Option is in Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns all respects limited and transfers conditioned as hereinafter provided, and is subject in 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. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, subject respects to the terms and conditions set forth below, to purchase from of the Company, at any time or Plan now in effect and as it may be amended from time to time on or after (but only to the date extent that such amendments apply to outstanding options). Such terms and conditions are incorporated herein by reference, made a part hereof, and shall control in the event of issuance any conflict with any other terms of this Option Agreement. The Option granted hereunder is intended to be a nonqualified stock option ("NQSO") and on or before 5:00 p.m. (New York time) on April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, not an incentive stock option ("ISO") as such term is defined in section 422 of the Company, at a purchase price Internal Revenue Code of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each 1986, 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. amended (the "Code").
View More
Governing Law. This Warrant will shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference without giving effect to its principles governing conflicts of law. 7 XRPRO SCIENCES, INC. By: Name: Richard Cunningham Title: President and Chief Executive Officer 8 XRPRO SCIENCES, INC. Form of Transfer (To be executed by the Holder to transfer the Warrant) For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and tr...ansfers the Warrant to the conflicts Assignee(s) named below: Names of law provisions thereof). EXECUTED Assignee Address Taxpayer ID No. Number of Shares subject to transferred Warrant The undersigned registered holder further irrevocably appoints ____________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, Corporation. Date: Signature 9 XRPRO SCIENCES, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, Exercise Form (To be executed by the Holder to purchase Common Stock pursuant to the provisions set forth in Warrant) The undersigned holder of the attached Warrant (No. ___), hereby irrevocably elects to exercise purchase (check applicable box): 0_____ rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of XRpro Sciences, Inc., a Delaware corporation. ________ The undersigned tenders cash payment for those shares. ________ The undersigned is exercising this Warrant as a cashless exercise pursuant to Section 3(b) of the Warrant. The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned holder has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued. Date: Signature 10 EX-4.1 2 f8k013115ex4i_xrpro.htm FORM OF BRIDGE EXCHANGE WARRANT Exhibit 4.1 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE "ACTS"). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS. XRPRO SCIENCES, INC. WARRANT AGREEMENT VOID AFTER 5:00 P.M. NEW YORK TIME, MARCH 25, 2018 Warrant No. : Number of Shares of Common Stock: Date of Exchange: January 31, 2015 ("Exchange Date") Date of Issuance: March 26, 2013 ("Issuance Date") 1. Basic Terms. This Warrant Agreement (the "Warrant") certifies that, for value received, the registered holder specified below or its registered assigns ("Holder") is entitled to purchase from XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at One Kendall Square, Cambridge, Massachusetts 02139 (the "Corporation"), subject to adjustments as provided herein, [____________] ([________]) shares of the Common Stock covered by such Warrant; or 0the 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 Stock, $.001 par value, of the full purchase price for such shares Corporation (the "Common Stock") at the price per share shown below (the "Exercise Price"). Holder: Exercise Price per share: $2.10 Except as specifically provided for otherwise, all references 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 0the 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 0the 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: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns Exercise Price 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 purchasable hereunder shall be to the Exercise Price and number 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) shares after any adjustments are made thereto pursuant to Rule 17Ad-15 under this Warrant. This Warrant is issued pursuant to an Exchange Agreement dated as of January 31, 2015 by and between the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), Holder and the Corporation in exchange for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, subject the warrant issued to the terms and conditions set forth below, to purchase from Holder by the Company, at any time or from time to time Corporation on or after the date of issuance and on or before 5:00 p.m. (New York time) on April 13, 2023 March 26, 2013 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. "Agreement").
View More
Found in
Icagen, Inc. contract
Governing Law. This Warrant will Note shall be construed and enforced in accordance with, and the rights of the parties shall be governed by and construed in accordance with by, the internal laws law of the State of Delaware (without reference Texas excluding (except for matters governed by the Uniform Commercial Code as in effect in the State of Texas from time to the conflicts of law provisions thereof). EXECUTED as time) choice of-law principles of the date law of set forth below. BRAINSTORM CELL THERAPEUTI...CS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to such state that would require the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares application of the Common Stock covered laws of a jurisdiction other than such state. COPSYNC, INC. Ronald A. Woessner Chief Executive Officer ______, ___, 2014 Initial 2 EX-10.2 3 ex10-2.htm EX-10.2 ex10-2.htm Exhibit 10.2 Execution Version FORM OF THREE-YEAR COPSYNC, INC. PROMISSORY NOTE (Originally Issued in 2014) _____________, 2014 $________ This Promissory Note (this Note") has been issued in connection with an advancement of funds by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant pursuant ___________ (the "Payee") 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 0the cancellation of such portion of the attached Warrant as is exercisable for a total of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or 0the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in Section 1(b), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) with respect to the number of shares of Common Stock covered thereby set forth below, unto: Name of Assignee Address No. of Shares Dated:_______________________________ Signature:________________________________ Signature Guaranteed: By: The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, COPsync, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services ("COPsync"), comprised of a [$x] advance on or about ____________, 2014. This Note may not be prepaid in whole or in part. Any payments received by the Lender on account of this Note shall be applied first to accrued and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, subject unpaid interest and then 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. unpaid principal balance hereunder.
View More
Found in
COPsync, Inc. contract
Governing Law. This Warrant will Agreement shall be governed by deemed to be made under and shall be construed in accordance with the internal laws of the State of Delaware (without reference Delaware.12. Notice. All notices hereunder shall be in writing, and if to the conflicts of law provisions thereof). EXECUTED as Company or the Committee, shall be delivered to the Board of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal]... ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant Company or mailed to its principal office, addressed to the provisions set forth attention of the Board; and if to you, shall be delivered personally sent by facsimile transmission or mailed to you at the address appearing in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares records of the Common Stock covered Company. Such addresses may be changed at any time by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant pursuant written notice 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 0the 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 0the cancellation of such number of Warrant Shares as is necessary, other party given in accordance with this Paragraph 12. ACTUA CORPORATION By: ____________________________________[NAME][TITLE] Attest:By: ________________________[Name][Title] I hereby accept the formula set forth Share Award described in Section 1(b), this Restricted Share Agreement. I have read the terms of the Plan and this Restricted Share Agreement, and agree to exercise be bound by the terms of the Plan and this Warrant Restricted Share Agreement and the interpretations of the Committee with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in Section 1(b). Signature: Address: 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. thereto. ACCEPTED:By: ____________________________________[GRANTEE] EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1RESTRICTED SHARE AGREEMENTOn this, the [●] day of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., [●], 20[●], Actua Corporation, a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services grants to [●] a Restricted Share Award (the "Award"), of [●] shares (the "Shares") of the common stock in the Company subject to the restrictions below and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, pursuant to and subject to the terms and conditions of the Actua 2005 Omnibus Equity Compensation Plan, as amended (the "Plan"). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.1.Vesting and Term. (a) Except as provided in Paragraph 1(b) below, you will vest in your right to the Shares granted under this Award according to the following vesting schedule Vesting Date Percentage of Shares Vesting[ONE-YEAR ANNIVERSARY OF GRANT DATE] 100% (b) Vesting upon Termination. If, prior to [ONE-YEAR ANNIVERSARY OF GRANT DATE], other than by virtue of removal from the Board of Directors (the "Board") for cause, you incur a termination of service in respect of the service on the Board and/or a committee of the Board for which this grant was made then, upon such termination of service, a number of such shares equal to the product of (A) the number of shares granted in connection with the Board and/or committee service that was terminated (which such number is set forth below, to purchase from in the Company, at any time or from time to time minutes of the Board meeting held on or after [●]) and (B) the quotient obtained by dividing (x) the number of days elapsed between [GRANT DATE] and the date of issuance your applicable termination of Board and/or committee service by (y) 365 shall vest, and on the remaining unvested shares granted in connection with such Board and/or committee service shall be automatically forfeited.2. Non-Transferability of Award. During the period before the Shares vest, you may not assign, transfer, pledge or before 5:00 p.m. (New York time) on April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, otherwise dispose of the Company, at a purchase price Shares prior to vesting. Any attempt to assign, transfer, pledge or otherwise dispose of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant unvested Shares contrary to the provisions hereof, and the levy of this Warrant, any execution, attachment or similar process upon the unvested Shares, shall be null and void and without effect.3. Right to Vote and to Receive Dividends. You will have the right to vote unvested Shares and receive any cash dividends or other cash distributions paid on unvested Shares. In the event of a dividend or distribution payable in stock or other property or a reclassification, split up or similar event during the period in which the Shares are hereinafter referred unvested, the shares or other property issued or delivered with respect to the unvested Shares shall be subject to the same terms and conditions relating to vesting as the "Warrant Shares" and Shares to which they relate.4. Forfeiture of Shares. If you are removed from the "Purchase Price," respectively. Board for cause prior to [ONE-YEAR ANNIVERSARY OF GRANT DATE], all of the Shares shall be automatically forfeited upon such termination of service. If you incur a termination of service prior to [ONE-YEAR ANNIVERSARY OF GRANT DATE] other than by virtue of removal from the Board for cause, then an appropriate number of shares shall be automatically forfeited upon such termination of service in accordance with Paragraph 1(b).
View More
Found in
Actua Corp contract
Governing Law. This Warrant will The provisions of this Agreement shall be governed by interpreted and construed in accordance with with, and enforcement may be made under, the internal laws of the State of Delaware (without reference Mississippi. HHC:_______________ Executive:_______________ 12. Successors and Assigns. (a) The Agreement is personal to Executive and, without the prior written consent of HHC, shall not be assignable by Executive. This Agreement shall inure to the conflicts benefit of law provis...ions thereof). EXECUTED as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant and be enforceable by Executive's legal representative. (b) This Agreement shall be binding upon and inure to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares benefit of the Common Stock covered by such Warrant; or 0the 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 0the 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 0the 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: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns HHC 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 its successors 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. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. assigns.
View More
Found in
Hancock Whitney Corp contract
Governing Law. This Warrant will shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference without giving effect to its principles governing conflicts of law. 7 XRPRO SCIENCES, INC. By: Name: Richard Cunningham Title: President and Chief Executive Officer 8 XRPRO SCIENCES, INC. Form of Transfer (To be executed by the Holder to transfer the Warrant) For value received the undersigned registered holder of the attached Warrant hereby sells, assigns, and tr...ansfers the Warrant to the conflicts Assignee(s) named below: Names of law provisions thereof). EXECUTED Assignee Address Taxpayer ID No. Number of Shares subject to transferred Warrant The undersigned registered holder further irrevocably appoints ___________________________________ attorney (with full power of substitution) to transfer this Warrant as aforesaid on the books of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, Corporation. Date: Signature 9 XRPRO SCIENCES, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, Exercise Form (To be executed by the Holder to purchase Common Stock pursuant to the provisions set forth in Warrant) The undersigned holder of the attached Warrant (No. ___), hereby irrevocably elects to exercise purchase (check applicable box): 0_____ rights represented by such Warrant for, and to purchase, ___________ shares of Common Stock of XRpro Sciences, Inc., a Delaware corporation. ________ The undersigned tenders cash payment for those shares. ________ The undersigned is exercising this Warrant as a cashless exercise pursuant to Section 3(b) of the Warrant. The undersigned requests that (1) a certificate for the shares be issued in the name of the undersigned and (2) if the number of shares with respect to which the undersigned holder has exercised purchase rights is not all of the shares purchasable under this Warrant, that a new Warrant of like tenor for the balance of the remaining shares purchasable under this Warrant be issued. Date: Signature 10 EX-4.3 4 f8k013115ex4iii_xrpro.htm FORM OF PLACEMENT AGENT EXCHANGE WARRANT Exhibit 4.3 NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE ON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER SECURITIES LAWS (THE "ACTS"). NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER MAY BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT OR COMMON STOCK PURCHASABLE HEREUNDER, AS APPLICABLE, UNDER THE ACTS, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACTS. XRPRO SCIENCES, INC. WARRANT AGREEMENT VOID AFTER 5:00 P.M. NEW YORK TIME, APRIL 29, 2020 Warrant No. : Number of Shares of Common Stock: Date of Exchange: January 31, 2015 ("Exchange Date") Date of Issuance: April 30, 2013 ("Issuance Date") 1. Basic Terms. This Warrant Agreement (the "Warrant") certifies that, for value received, the registered holder specified below or its registered assigns ("Holder") is entitled to purchase from XRpro Sciences, Inc., formerly known as Caldera Pharmaceuticals, Inc., a Delaware corporation having its principal place of business at One Kendall Square, Cambridge, Massachusetts 02139 (the "Corporation"), subject to adjustments as provided herein, [____________] ([________]) shares of the Common Stock covered by such Warrant; or 0the 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 Stock, $.001 par value, of the full purchase price for such shares Corporation (the "Common Stock") at the price per share shown below (the "Exercise Price"). Holder: Exercise Price per share: $1.925 Except as specifically provided for otherwise, all references 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 0the 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 0the 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: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns Exercise Price 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 purchasable hereunder shall be to the Exercise Price and number 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) shares after any adjustments are made thereto pursuant to Rule 17Ad-15 under this Warrant. This Warrant is issued pursuant to an Exchange Agreement dated as of January 31, 2015 by and between the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), Holder and the Corporation in exchange for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, subject the warrant issued to the terms and conditions set forth below, to purchase from Holder by 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) Corporation on April 13, 2023 30, 2013 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. "Agreement").
View More
Found in
Icagen, Inc. contract
Governing Law. This Warrant will Nonqualified Stock Option Agreement and the Option evidenced hereby shall be governed by and construed in accordance with the internal laws of the State Delaware, without giving effect to principles of Delaware (without reference to the conflicts conflict of law provisions thereof). EXECUTED as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. laws. BY: ___________________________________________________ Lisa Bisaccia Senior Vice President, Chief Human Resource...s Officer CVS Caremark Corporation Accepted By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant ______________________________________ Participant ____________________________Date 3 EX-10.27 9 ex1027nqstockoptionagreeme.htm EX-10.27 EX10.27 NQ Stock Option Agreement CVS CAREMARK CORPORATIONBUSINESS PLANNING COMMITTEENONQUALIFIED STOCK OPTION AGREEMENTANNUAL GRANTGRANT DATE: APRIL 1, 20131. GRANT OF AWARD. Pursuant to the provisions of the 2010 Incentive Compensation Plan, as amended (the "ICP") of CVS Caremark Corporation (the "Company"), on the date set forth in above (the "Grant Date"), the attached Warrant (No. ___), Company has granted and hereby irrevocably elects to purchase (check applicable box): 0_____ shares of evidences the Common Stock covered by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant pursuant Grant 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 0the 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 0the 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: 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. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation person named below (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., or its registered assigns (the "Registered Holder"), is entitled, "Participant"), subject to the terms and conditions set forth below, or incorporated in this Nonqualified Stock Option Agreement ("Agreement"), the right, and option, to purchase from the Company, at any time or from time to time on or after Company the date aggregate number of issuance and on or before 5:00 p.m. (New York time) on April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 Stock ($.01 par value per share, value) of the Company, Company ("Shares") set forth below, at a purchase price of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each indicated below (the "Option"), such Option to be exercised as adjusted hereinafter provided. The ICP is hereby made a part hereof and Participant agrees to be bound by all the provisions of the ICP. Capitalized terms not otherwise defined herein shall have the meaning assigned to such term(s) in the ICP. The Option is a nonqualified option as defined in the ICP.Participant: Employee ID: Shares: Option Price:$54.532. TERM OF OPTION. The term of this Option shall be for a period of seven (7) years from time the Grant Date, subject to time pursuant the earlier termination of the Option, as set forth in the ICP and in this Agreement. No portion of the Option shall be exercisable after the term of the Option.3. EXERCISE OF OPTION. (a) The Option, subject to the provisions of the ICP, shall be exercised by submitting a request to exercise to the Company's stock option administrator, in accordance with the Company's current exercise policies and procedures, specifying the number of Shares to be purchased, which number may not be less than one hundred (100) Shares (unless the number of Shares purchased is the total balance which is then exercisable). Unless the Company, in its discretion, establishes "cashless exercise" procedures and permits Participant entitled to exercise the Option to utilize such "cashless exercise" procedures, Participant so exercising all or part of this Warrant, are hereinafter referred Option shall, at the time of exercise, tender to the Company cash or cash equivalent for the aggregate option price of the Shares Participant has elected to purchase or certificates for Shares of Common Stock of the Company owned by Participant for at least six (6) months with a fair market value at least equal to the aggregate option price of the Shares Participant has elected to purchase, or a combination of the foregoing. (b) Prior to its expiration or termination and except as otherwise provided herein, the "Warrant Shares" Option will become vested in accordance with the vesting schedule set forth below and any vested Option will be exercisable by Participant so long as Participant has maintained continuous employment with the "Purchase Price," respectively. Company or a subsidiary of the Company from the Grant Date through the exercise date: (i) 25% of the Option shall vest on the 1st anniversary of the Grant Date. (ii)25% of the Option shall vest on the 2nd anniversary of the Grant Date. (iii)25% of the Option shall vest on the 3rd anniversary of the Grant Date. (iv)25% of the Option shall vest on the 4th anniversary of the Grant Date.14. TAXES. If, upon the exercise of an Option, there shall be payable by the Company any amount for tax withholding, the Company shall have the right to require Participant to pay the amount of such taxes immediately, upon notification from the Company, before a certificate for the Shares purchased is delivered to Participant pursuant to such Option. Furthermore, the Company may elect to deduct such taxes from any other amounts then payable to Participant in cash or in Shares or from any other amounts payable any time thereafter to Participant.
View More
Found in
CVS contract
Governing Law. This Warrant will All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without reference California, without regard to the principles of conflicts of law provisions thereof). EXECUTED as thereof. Each of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in t...he Courts of the date State of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to California, 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 0the 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 courts of the United States; and/or 0the cancellation States of such portion America for the State of California, and appellate courts from any thereof (the "California Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the attached Warrant as is exercisable California Courts for a total the adjudication of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or 0the 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 any dispute hereunder (including with respect to the maximum number enforcement of Warrant Shares purchasable pursuant this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the cashless exercise procedure set forth jurisdiction of any such court, that such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process being served in Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. Maker may prepay this Note in whole or in part at any time, and from time to time, without being required to pay any penalty or premium for such privilege. The undersigned signs this Note as a maker and not as a surety or guarantor or in any other capacity. Dated:______________ Payee Accepted By: Rodney Throgmorton ______________________________ Rodney Throgmorton, an individual Dated: _____________ Maker By: Texas Jack Oil & Gas Corporation, _________________________________ Robert Schwarz President of Texas Jack Oil & Gas Corporation EX-10.2 3 ex10-2.htm EX-10.2 ex10-2.htm Exhibit 10.2 PROMISSORY NOTE $71,000.00 April 15, 2013 FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) Texas Jack Oil & Gas Corporation., (the "Maker"), with respect its primary offices located at 15 Belfort Newport Coast Ca. 92657, promises to pay to the number order of shares of Common Stock covered thereby Rodney Throgmorton (the "Payee"), with its primary offices located at 108 Creekside Place, Cashmere Wa. 98815 upon the terms set forth below, unto: Name the principal sum of Assignee Address No. Seventy-One Thousand Dollars ($71,000.00) ("Principal Sum") together with interest at an annual rate of Shares Dated:_______________________________ Signature:________________________________ Signature Guaranteed: By: The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings 8% on the unpaid Principal Sum outstanding ("Principal and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under Interest Sum") (this un-secured promissory note, the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. "Note").
View More
Governing Law. This Warrant will All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without reference California, without regard to the principles of conflicts of law provisions thereof). EXECUTED as thereof. Each of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in t...he Courts of the date State of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to California, 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 0the 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 courts of the United States; and/or 0the cancellation States of such portion America for the State of California, and appellate courts from any thereof (the "California Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the attached Warrant as is exercisable California Courts for a total the adjudication of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or 0the 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 any dispute hereunder (including with respect to the maximum number enforcement of Warrant Shares purchasable pursuant this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the cashless exercise procedure set forth jurisdiction of any such court, that such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process being served in Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. Maker may prepay this Note in whole or in part at any time, and from time to time, without being required to pay any penalty or premium for such privilege. The undersigned signs this Note as a maker and not as a surety or guarantor or in any other capacity. Dated:______________ Payee Accepted By: Joseph O'brien _______________________________ Joseph O'Brien, an individual Dated: _____________ Maker By: Texas Jack Oil & Gas Corporation, _________________________________ Robert Schwarz President of Texas Jack Oil & Gas Corporation EX-10.12 3 ex10-12.htm EX-10.12 ex10-12.htm Exhibit 10.12 PROMISSORY NOTE $2,000.00 June 12,2014 FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) Texas Jack Oil & Gas Corporation., (the "Maker"), with respect its primary offices located at 15 Belfort Newport Coast Ca. 92657, promises to pay to the number order of shares of Common Stock covered thereby Joseph O'brien (the "Payee"), upon the terms set forth below, unto: Name the principal sum of Assignee Address No. Two Thousand Dollars ($2,000.00) ("Principal Sum") together with interest at an annual rate of Shares Dated:_______________________________ Signature:________________________________ Signature Guaranteed: By: The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings 8% on the unpaid Principal Sum outstanding ("Principal and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under Interest Sum") (this un-secured promissory note, the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. "Note").
View More
Governing Law. This Warrant will All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware (without reference California, without regard to the principles of conflicts of law provisions thereof). EXECUTED as thereof. Each of Maker and Payee agree that all legal proceedings concerning the interpretations, enforcement and defense of this Note shall be commenced in t...he Courts of the date State of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to California, 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 0the 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 courts of the United States; and/or 0the cancellation States of such portion America for the State of California, and appellate courts from any thereof (the "California Courts"). Each of Maker and Payee hereby irrevocably submit to the exclusive jurisdiction of the attached Warrant as is exercisable California Courts for a total the adjudication of _____ Warrant Shares (using a Fair Market Value of $_____ per share for purposes of this calculation); and/or 0the 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 any dispute hereunder (including with respect to the maximum number enforcement of Warrant Shares purchasable pursuant this Note), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the cashless exercise procedure set forth jurisdiction of any such court, that such suit, action or proceeding is improper. Each of Maker and Payee hereby irrevocably waive personal service of process and consents to process being served in Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to the other at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each of Maker and Payee hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. Maker may prepay this Note in whole or in part at any time, and from time to time, without being required to pay any penalty or premium for such privilege. The undersigned signs this Note as a maker and not as a surety or guarantor or in any other capacity. Dated:______________ Payee Accepted By: Tony Ricci _______________________________ Tony Ricci, an individual Dated: _____________ Maker By: Texas Jack Oil & Gas Corporation, _________________________________ Robert Schwarz President of Texas Jack Oil & Gas Corporation EX-10.11 2 ex10-11.htm EX-10.11 ex10-11.htm Exhibit 10.11 PROMISSORY NOTE $25,000.00 May 22,2014 FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Warrant (No. ____) Texas Jack Oil & Gas Corporation., (the "Maker"), with respect its primary offices located at 15 Belfort Newport Coast Ca. 92657, promises to pay to the number order of shares of Common Stock covered thereby Tony Ricci (the "Payee"), upon the terms set forth below, unto: Name the principal sum of Assignee Address No. Twenty Five Thousand Dollars ($25,000.00) ("Principal Sum") together with interest at an annual rate of Shares Dated:_______________________________ Signature:________________________________ Signature Guaranteed: By: The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings 8% on the unpaid Principal Sum outstanding ("Principal and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under Interest Sum") (this un-secured promissory note, the Securities Exchange Act of 1934. EX-10.1 2 v342541_ex10-1.htm EX-10.1 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 Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services and Development Ltd., 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 April 13, 2023 (the "Expiration Date"), 33,334 shares of Common Stock, $0.00005 par value per share, of the Company, at a purchase price of $0.00005 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. "Note").
View More
