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 THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES. 7 15. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Note...s or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Issuer will be governed by furnish to any Holder upon written request and construed in accordance with the internal laws without charge a copy of the State of Delaware (without reference Indenture. Requests may be made to the conflicts of law provisions thereof). EXECUTED as Issuer at the following address: Avaya Inc. 211 Mt. Airy Road Basking Ridge, New Jersey 07920 Attention: Pamela F. Craven, Chief Administrative Officer 8 ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: (Insert assignee's legal name) (Insert assignee's soc. sec. or tax I.D. no.) (Print or type assignee's name, address and zip code) and irrevocably appoint to transfer this Note on the books of the date Issuer. The agent may substitute another to act for him. Date: _________________ Your Signature: (Sign exactly as your name appears on the face of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I this Note) Signature Guarantee*: ____________________________ ______________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 9 OPTION OF HOLDER TO ELECT PURCHASE FORM To:_________________ Dated:____________ The undersigned, If you want to elect to have this Note purchased by the Issuer pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares Section 4.10 or 4.14 of the Common Stock covered Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.14 If you want to elect to have only part of this Note purchased by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant the Issuer pursuant to the cashless exercise procedure set forth in Section 1(b). The undersigned herewith makes payment 4.10 or Section 4.14 of the full purchase price Indenture, state the amount you elect to have purchased: $___________ Date: ___________________ Your Signature: (Sign exactly as your name appears on the face of this Note) Tax Identification No. : Signature Guarantee*: ____________________________ _______________________ * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). 10 SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE* The initial outstanding principal amount of this Global Note is $ . The following exchanges of a part of this Global Note for such shares at the price per share provided for an interest in such Warrant, which is $________. Such payment takes the form of (check applicable box another Global Note or boxes): 0$______ in lawful money of the United States; and/or 0the cancellation of such portion of the attached Warrant as is exercisable for a total Definitive Note, or exchanges of _____ Warrant Shares (using a Fair Market Value part of $_____ per share another Global or Definitive Note for purposes an interest in this Global Note, have been made: Date of Exchange Amount ofdecreasein PrincipalAmount Amount ofincrease in PrincipalAmount of thisGlobal Note Principal Amount 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:________________________________ Global Notefollowing suchdecrease orincrease Signature Guaranteed: By: The signature ofauthorized officerof Trustee orNote Custodian * This schedule should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership included only if the Note is issued in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under global form. 11 EX-4.2 3 d497804dex42.htm EX-4.2 EX-4.2 Exhibit 4.2 [Face of Note] [Insert 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 $0.00005 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provisions of the Indenture] CUSIP [ ] ISIN [ ]1 [[RULE 144A][REGULATION S] GLOBAL NOTE representing up to [$ ] 10.50% Senior Secured Notes due 2021 No. [$ ] AVAYA INC. promises to pay to CEDE & CO. or registered assigns, the principal sum [set forth on the Schedule of Exchanges of Interests in the Global Note attached hereto] [of United States Dollars] on March 1, 2021. Interest Payment Dates: March 1 and September 1 Record Dates: February 15 and August 15 1 Rule 144A Note CUSIP: 053499 AJ8 Rule 144A Note ISIN: US053499AJ89 Regulation S Note CUSIP: U05258 AE5 Regulation S Note ISIN: USU05258AE54 2 IN WITNESS HEREOF, the Issuer has caused this Warrant, are hereinafter instrument to be duly executed. Dated: ________, 20[ ] AVAYA INC. By: Name: Title: 3 This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory Dated: [ ], 20[ ] 4 [Back of Note] 10.50% Senior Secured Notes due 2021 Capitalized terms used herein shall have the "Warrant Shares" and meanings assigned to them in the "Purchase Price," respectively. Indenture referred to below unless otherwise indicated. View More
Governing Law. This Warrant will Note is being delivered in, and shall be governed by and construed in accordance with with, the internal laws of the State of Delaware (without reference Delaware, without regard to the conflicts of law laws provisions thereof). EXECUTED thereof. SPENDSMART NETWORKS, INC., A Delaware corporation By: Alex Minicucci Chief Executive Officer Techno-Ventures Hong Kong Limited, By: _________________________ Print: _________________________ Title: _________________________ EX-4.1 2 ex...4-1.htm CONVERTIBLE PROMISSORY NOTE ex4-1.htm Exhibit 4.1 THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") SHALL HAVE BECOME EFFECTIVE WITH RESPECT THERETO OR (ii) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER NOR IS IN VIOLATION OF ANY APPLICABLE STATE SECURITIES LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY NOTE ISSUED IN EXCHANGE FOR THIS NOTE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. SpendSmart Networks, Inc. 12% CONVERTIBLE SECURED DRAWDOWN PROMISSORY NOTE This 12% CONVERTIBLE DRAWDOWN PROMISSORY NOTE ("Note"), dated 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 irrevocably elects to purchase (check applicable box): 0_____ shares of the Common Stock covered July 15, 2015, is entered into 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, SpendSmart Networks, Inc., a Delaware corporation corporation, 805 AeroVista Pl., Suite 205, San Luis Obispo, CA 93401 (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services "Company") and Development Ltd., or its registered assigns Techno-Ventures Hong Kong Limited, 12 Harcourt Road, Bank of America Tower, Suite 908, Hong Kong (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. "Holder"). View More
Governing Law. This Warrant will Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the conflicts substantive law 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] ATTE...ST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares of the Common Stock covered by such Warrant; or 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 another jurisdiction. 4 11. OTHER AGREEMENTS AND POLICIES. Your RSUs 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 related dividend equivalents will 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 of any other written agreements between you and conditions set forth below, the Company or any Affiliate or Subsidiary to purchase from the Company, at extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. Your RSUs and related dividend equivalents granted under the Plan shall be subject to any time applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time on or after time.12. ADJUSTMENTS TO YOUR RSUs. Subject to the date terms of issuance the Plan, your RSUs and related dividend equivalents will be adjusted, if appropriate, to reflect any change to the Company's capital structure (e.g., the number of Shares underlying your RSUs will be adjusted to reflect a stock split).13. YOUR ACKNOWLEDGMENT OF AND AGREEMENT TO AWARD CONDITIONS.By signing below, you acknowledge and agree that:(a) A copy of the Plan has been made available to you;(b) You understand and accept the terms and conditions of your Award;(c)You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award 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, this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Company, at Code, even if those changes affect the terms of your Award and reduce its value or potential value; and(d)You must return a purchase price of $0.00005 per share. The shares purchasable upon exercise signed copy of this Warrant, Award Agreement to the address given above before February 14, 2014.James Hagedorn By: ___________________________ Date signed: ____________________THE SCOTTS MIRACLE-GRO COMPANY By:___________________________________ Denise StumpExecutive Vice President, Global Human Resources Date signed: _______________________ 5 EX-10.10 7 exhibit1010smg122813q1f14.htm EXHIBIT 10.10 Exhibit 10.10 SMG 12.28.13 Q1F14 Exhibit 10.10THE SCOTTS MIRACLE-GRO COMPANYLONG-TERM INCENTIVE PLAN(As Amended And Restated January 17, 2013)RESTRICTED STOCK UNIT AWARD AGREEMENT FOR EMPLOYEES (with related dividend equivalents)RESTRICTED STOCK UNITS GRANTED TOJAMES HAGEDORN ON DECEMBER 11, 2013This Award Agreement describes the type of Award that you have been granted and the purchase price per share, each as adjusted from time to time pursuant to the provisions terms and conditions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. your Award. 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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 Company or the Committee, shall be delivered to the Board of law provisions thereof). EXECUTED as Directors of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corpo...rate 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 of Directors; 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 thereto. ACCEPTED:By: ____________________________________[GRANTEE] EX-10.2 3 exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 Exhibit 10.2RESTRICTED SHARE AGREEMENTOn this, the maximum number [●] day 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., [●], 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 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 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. (a) [ONE-THIRD] of the shares granted under this award will vest on [ONE-YEAR ANNIVERSARY OF GRANT DATE] and (b) [THEREAFTER ONE-TWELFTH] of the shares granted under this award will vest on each of the following dates: [●],[●],[●],[●],[●],[●],[●] and [●] [QUARTERLY DATES OVER A TWO-YEAR PERIOD], in each case, provided you do not incur a purchase price termination of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and service or employment with the purchase price per share, each as adjusted from time to time pursuant Company (as defined in the Plan) prior to the provisions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. applicable vesting date. 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 Texas without giving effect to its principles governing conflicts of law. PROPELL TECHNOLOGIES GROUP, INC. By: Name: John Huemoeller Title: President 6 PROPELL TECHNOLOIGES GROUP, 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 trans...fers 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 7 PROPELL TECHNOLOGIES GROUP, 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 Propell Technologies Group, 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 EX-4.2 4 v383034_ex4-2.htm EXHIBIT 4.2 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. PROPELL TECHNOLOGIES GROUP, INC. WARRANT AGREEMENT VOID AFTER 5:00 P.M. NEW YORK TIME, JUNE , 2019 Issue Date: June , 2014 1. Basic Terms. This Warrant Agreement (the "Warrant") certifies that, for value received, the registered holder specified below or its registered assigns ("Holder") is the owner of a warrant of Propell Technologies Group, Inc., a Delaware corporation, having its principal place of business at 1701 Commerce Street, Houston, Texas 77002 (the "Corporation"), subject to adjustments as provided herein, to purchase _____________ 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") from the Corporation at the price per share shown below (the "Exercise Price"). Holder: Exercise Price per share: $0.25 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 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. Warrant. View More
Governing Law. This Warrant will Guaranty Agreement shall be governed by by, and construed and enforced in accordance with with, the internal laws of the State of Delaware (without reference Florida, without regard to the conflicts principles of law provisions thereof). EXECUTED as conflict of laws thereof. Any action brought by any party against the date other concerning the transactions contemplated by this Guaranty Agreement shall be brought only in the state courts of set forth below. BRAINSTORM CELL THERA...PEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant Florida or in the federal courts located in Miami-Dade County, in the State of Florida. Both the parties and the individuals signing this Guaranty Agreement agree to submit to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares of the Common Stock covered by such Warrant; or 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 jurisdiction of such portion of the attached Warrant as courts. Company: Guarantor: Purchaser: Silver Falcon Mining, Inc. _______________________ ________________________ ________________________ Pierre Quilliam Pierre Quilliam JMJ Financial / Its Principal Chief Executive Officer EX-10.20 5 ex1020.htm MATERIAL CONTRACT Exhibit 10.20 LIMITED PERSONAL GUARANTY AGREEMENT DOCUMENT PG-12122013 This Limited Personal Guaranty Agreement (this "Guaranty Agreement"), dated December 13, 2013, 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 by 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, among Silver Falcon Mining, Inc., a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services JMJ Financial (the "Purchaser"), and Development Ltd., or its registered assigns Pierre Quilliam (the "Registered Holder"), is entitled, subject "Guarantor"). This Guaranty Agreement applies to the terms and conditions set forth below, to purchase from $111,000 Promissory Note issued 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) 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 Company to the provisions Purchaser with an Effective Date of this Warrant, are hereinafter referred to as December 13, 2013 (the "Note"). All capitalized terms not otherwise defined herein shall have the "Warrant Shares" and meanings given such terms in the "Purchase Price," respectively. Note. View More
Governing Law. This Warrant will and all actions arising out of or in connection with this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference California, without regard to the conflicts of law provisions thereof). EXECUTED of the State of California or of any other state. IMAGEWARE SYSTEMS, INC. /s/ Wayne Wetherell Name: Wayne Wetherell Title: Chief Financial Officer EXHIBIT A NOTICE OF EXERCISE TO: ImageWare Systems, Inc., or its corpo...rate successor in interest 10815 Rancho Bernardo Road, Suite 310 San Diego, California 92127 1. The undersigned hereby elects to purchase shares of the Company's Common Stock pursuant to the terms of the attached Warrant. The undersigned hereby represents and warrants that the aforesaid Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 7 of the attached Warrant are true and correct as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. hereof. By: /s/ Liat Sossover Title: CFO __________________________ Title:_________________________ 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 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 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 ________________________ EX-10.2 3 ex10-2.htm WARRANT, DATED MARCH 12, 2014 ex10-2.htm Exhibit 10.2 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED ISSUABLE UPON ITS EXERCISE ARE SUBJECT TO HEREOF HAVE NOT BEEN REGISTERED UNDER THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 SECURITIES ACT OF THIS 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED. WARRANT Warrant No. : 2013-1 Number of Shares: 33,334 (subject to adjustment) 2014-03-01 Date of Issuance: April 13, 2013 BRAINSTORM CELL THERAPEUTICS, INC. Common Stock Purchase Warrant (Void after April 13, 2023) BrainStorm Cell Therapeutics, March 12, 2014 Expiration Date: March 27, 2015 WHEREAS, ImageWare Systems, Inc., a Delaware corporation (the "Company"), for value received, and Neal I. Goldman ("Holder"), are parties to that certain AMENDMENT TO CONVERTIBLE NOTE, dated March 12, 2014 ("Note"). NOW, THEREFORE, in consideration of the mutual covenants and agreement contained herein, the Company and Holder agree as follows: 1. Grant of Warrants. 1.1 Purchaser Warrant. The Company hereby certifies that Hadasit Medical Research Services grants to the Holder and Development Ltd., or its registered assigns (the "Registered Holder"), the Holder is entitled, upon the terms and subject to the terms conditions hereinafter set forth, to subscribe for and conditions set forth below, to purchase purchase, from the Company, at any time or from time to time on or after the date of issuance Company One Hundred Seventy Seven Thousand Seven Hundred and on or before 5:00 p.m. (New York time) on April 13, 2023 (the "Expiration Date"), 33,334 Seventy Eight (177,778) shares of fully paid and non-assessable shares of the Common Stock, $0.00005 par value per share, Stock of the Company, $0.01 par value ("Common Stock"), at a purchase price of $0.00005 $2.25 per share. share (the "Exercise Price"). 1.2 Expiration Date: The shares purchasable warrant shall expire at 5:00 PM PDT on March 27, 2015. 1.3 Vesting: The Warrant shall vest immediately 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. issuance. 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Governing Law. This Warrant will Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the conflicts substantive law 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] ATTE...ST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares of the Common Stock covered by such Warrant; another jurisdiction. 5 12. OTHER AGREEMENTS AND POLICIES. Your Performance Units and related dividend equivalents, whether achieved 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 not, will 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 of any other written agreements between you and conditions set forth below, the Company or any Affiliate or Subsidiary to purchase from the Company, at extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. [Your Performance Units and related dividend equivalents granted under the Plan shall be subject to any time applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time on or after time.]13. ADJUSTMENTS TO YOUR PERFORMANCE UNITS. Subject to 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, terms of the Company, at Plan, your Performance Units and related dividend equivalents will be adjusted, if appropriate, to reflect any change to the Company's capital structure (e.g., the number of Shares underlying your Performance Units will be adjusted to reflect a purchase price stock split). [Grantee's Name] By: ______________________________ Date signed: ________________________THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of $0.00005 per share. Company Representative][Title of Company Representative]Date signed: ____________________________ 6 EXHIBIT APERFORMANCE CRITERIA The shares purchasable upon exercise number of Performance Units Achieved under this Warrant, Award Agreement is subject to the satisfaction of the following performance criteria and will be determined as of the end of the Performance Period, as follows:Performance Units Achieved = Performance Units * Payout Percentage Payout Percentage = Portion of Performance Units achieved [Performance Criteria] 7 EX-10.6 7 exhibit106smg-328201510xq2.htm EXHIBIT 10.6 Exhibit 10.6 SMG-3.28.2015 10-Q2 Exhibit 10.6THE SCOTTS MIRACLE-GRO COMPANY[LONG-TERM INCENTIVE PLAN(As Amended And Restated January 17, 2013)][AMENDED AND RESTATED2006 LONG-TERM INCENTIVE PLAN]PERFORMANCE UNIT AWARD AGREEMENT FOR EMPLOYEES (with related dividend equivalents)PERFORMANCE UNITS GRANTED TO[Grantee's Name] ON [Grant Date]This Award Agreement describes the type of Award that you have been granted and the purchase price per share, each as adjusted from time to time pursuant to the provisions terms and conditions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. your Award. 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Governing Law. This Warrant will Award Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Ohio, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of the Plan to the conflicts substantive law of law provisions thereof). EXECUTED as of another jurisdiction. 3 11. OTHER AGREEMENTS AND POLICIES. Your DSUs and 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 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 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 related dividend equivalents will 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 of any other written agreements between you and conditions set forth below, the Company or any Affiliate or Subsidiary to purchase from the Company, at extent that those other agreements do not directly conflict with the terms of the Plan or this Award Agreement. Your DSUs and related dividend equivalents granted under the Plan shall be subject to any time applicable Company clawback or recoupment policies, share trading policies and other policies that may be implemented by the Company from time to time on or after time.12. ADJUSTMENTS TO YOUR DSUs. Subject to the date terms of issuance the Plan, your DSUs and the related dividend equivalents will be adjusted, if appropriate, to reflect any change to the Company's capital structure (e.g., the number of Shares underlying your DSUs will be adjusted to reflect a stock split).13. YOUR ACKNOWLEDGMENT OF AND AGREEMENT TO AWARD CONDITIONS.By signing below, you acknowledge and agree that:(a) A copy of the Plan has been made available to you;(b) You understand and accept the terms and conditions of your Award;(c)You will consent (on your own behalf and on behalf of your beneficiaries and transferees and without any further consideration) to any necessary change to your Award 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, this Award Agreement to comply with any law and to avoid paying penalties under Section 409A of the Company, at Code, even if those changes affect the terms of your Award and reduce its value or potential value; and(d)You must return a purchase price of $0.00005 per share. The shares purchasable upon exercise signed copy of this Warrant, Award Agreement to the address given above before [Date 30 Days After Grant Date]. [Director's Name] By: ______________________________ Date signed: ________________________THE SCOTTS MIRACLE-GRO COMPANY By: ___________________________________ [Name of Company Representative][Title of Company Representative]Date signed: ____________________________ 4 EX-10.3 3 smg201310-q1exhibit10x3.htm EXHIBIT 10.3 SMG 2013 10-Q1 Exhibit 10-3 Exhibit 10.3THE SCOTTS MIRACLE-GRO COMPANYLONG-TERM INCENTIVE PLAN(As Amended And Restated January 17, 2013)DEFERRED STOCK UNIT AWARD AGREEMENTFOR NONEMPLOYEE DIRECTORS (WITH RELATED DIVIDEND EQUIVALENTS)DEFERRED STOCK UNITS GRANTED TO[Director's Name] ON [Grant Date]This Award Agreement describes the type of Award that you have been granted and the purchase price per share, each as adjusted from time to time pursuant to the provisions terms and conditions of this Warrant, are hereinafter referred to as the "Warrant Shares" and the "Purchase Price," respectively. your Award. View More
Governing Law. This Warrant will All rights and obligations under the Plan and each Award agreement or instrument shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Delaware, without regard to the conflicts its principles of law provisions thereof). EXECUTED conflict of laws. EMPLOYEE STOCK OPTION AGREEMENT UNDER THE APPLIED DNA SCIENCES, INC. 2005 INCENTIVE STOCK PLAN AGREEMENT made as of the date ______ day of set forth below. BRAINSTORM CELL T...HERAPEUTICS, ______, by and between APPLIED DNA SCIENCES, 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 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 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 (the "Company") 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. "Optionee"). View More
