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 Award Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Colorado, without giving effect to the conflicts conflict of law provisions thereof). EXECUTED principles thereof. For purposes of litigating any dispute that arises under this Option or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Colorado, and agree that such litigation will be conducted in the cour...ts of Delaware, or the federal courts for the United States for Colorado, and no other courts, where this Option is made and/or to be performed. 6 EXHIBIT B easylife, corp. 2014 EQUITY INCENTIVE PLAN EXERCISE NOTICE EasyLife, Corp. Attention: Chief Financial Officer 1. Exercise of Option. Effective as of today, ________________, _____, 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. ___), undersigned ("Purchaser") hereby irrevocably elects to purchase (check applicable box): 0_____ ______________ shares (the "Shares") of the Common Stock covered by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant EastLife. Corp. (the "Company") under and pursuant to the cashless exercise procedure set forth in Section 1(b). 2014 Equity Incentive Plan (the "Plan") and the Stock Option Award Agreement dated ________ (the "Award Agreement"). 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 Shares will be $_____________, as required by the form of (check applicable box or boxes): 0$______ 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. Award Agreement. View More
Governing Law. This Warrant Agreement will be governed by construed and construed enforced 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 Warran...t (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 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
Governing Law. This Warrant will Note and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed by governed, construed and construed interpreted in accordance with the internal laws of the State of Delaware (without reference Nevada, without giving effect to the principles of conflicts of law provisions thereof). EXECUTED as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. law. Attest: FSTWV, Inc. By: /s/ Liat Sossover Title: CFO Andr...e Mailloux Name: Andre Mailloux Chief Executive Officer Date: April 13, ___________________________________________ Acknowledged and agreed: By: ___________________________________________ Wais Asefi Date: ___________________________________________ 6 EX-10.2 9 fs12014ex10ii_textmuni.htm SENIOR SECURED CONVERTIBLE PROMISSORY NOTE fs12014ex10ii_textmuni.htm Exhibit 10.2 SENIOR SECURED CONVERTIBLE PROMISSORY NOTE $50,000 Clark County, Nevada _________________________, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The FOR VALUE RECEIVED, the undersigned, pursuant FSTWV, Inc. a Nevada corporation (the "Company" or "FSTW "), agrees and promises to pay to Realty Capital Management Limited (the Note Holder), located at c/o Bleinham Trust , PO Box 3483, Road Town, Tortola, BVI or at such other place or places as the provisions set forth Holder may designate 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 writing, Fifty Thousand Dollars ($50,000), 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 legal tender of the United States; and/or 0the cancellation States of such portion of the attached Warrant as America, in immediately available funds, on September __ 2014. 1.01 Senior Secured Convertible Note (hereinafter "Note") being sold 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, of this Agreement. 1.02 Consideration. The Payment for the Note will be escrowed and will be disbursed on the closing date upon all of the following actions taking place to purchase the satisfaction of the Note Holder: a. Execution of this Agreement. b. A representation from Wais Asefi that the Share Exchange Agreement between the Company and Textmunication Inc. will be executed once the Company's reverse split is completed. c. Promise of delivery to the escrow agent of 750,000 shares of restricted FSTW shares in the name of Realty Management Limited. The Company will issue the Note Holder 750,000 shares of restricted common stock from Company treasury. These shares will have Piggy back Registration rights and can be sold under Rule 144 six months after issuance. The company will comply with all requests regarding the lifting of the restrictions when due, and will comply with any and all requests from the Company, at holder for any time or and all necessary documentation required by its brokers to deposit the shares in its trading accounts otherwise FSTW will be deemed to be in default. d. A representation 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 Wais Asefi (the "Expiration Date"), 33,334 "Shareholder") that 59,400,000 shares of Common Stock, $0.00005 par value per share, restricted FSTW common stock will be distributed to him in connection with the Share Exchange Agreement along with Medallion Guarantee Stock Power and undated letter to the Company's Transfer Agent authorizing the transfer of all 59,400,000 shares of FSTW in the name of the Company, Note Holder in the Event of Default. e. A promise that FSTW will give the Note Holder 1,000,000 12 month warrants exercisable at a purchase the price of $0.00005 $0.10 per share. warrant. These warrants, when exercised, will have Piggy back Registration rights and can be sold under Rule 144 six months after issuance, provided that the Company has complied with Rule 144. 1.03 Closing. The Closing is to take place on _____________________,2014. As of closing, all representations and warranties of the parties shall be true and complete and shall not contain any material misstatements or omissions. 1.04 Escrow. The Note Holder will wire funds directly to Cane Clark LLP's escrow account. Upon the closing date the escrow agent will release funds to FSTW upon the Note Holder's instruction. Once delivered, the Escrow Agent will maintain the 59,400,000 shares purchasable upon exercise of this Warrant, the Shareholder in escrow for the term of the Note and the purchase price per share, each as adjusted from time to time pursuant return such to the provisions beneficial owner upon full repayment of this Warrant, are hereinafter referred the Note along with all interest due. However if FSTW is in default then the 59,400,000 shares will be delivered to as the "Warrant Shares" and the "Purchase Price," respectively. Note Holder. 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 New York without giving effect to its principles governing conflicts of law. ICAGEN, INC. By: Name: Richard Cunningham Title: Chief Executive Officer 4 ICAGEN, 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 transfers 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 ICAGEN, 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 Icagen, Inc., a Delaware corporation for the cash payment for those shares. 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 3 f8k041217ex4ii_icageninc.htm FORM OF WARRANT ISSUED TO INVESTORS 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. ICAGEN, INC. WARRANT AGREEMENT VOID AFTER 5:00 P.M. NEW YORK TIME, April 12, 2022 Issue Date: April 12, 2017 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 Icagen, Inc., a Delaware corporation having its principal place of business at 4222 Emperor Blvd., Suite 350, Durham, North Carolina 27703 (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: $3.50 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 Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Colorado, excluding its choice of law rules, and shall be binding upon the parties hereto and their respective successors and assigns. If you agree, please sign and return to the conflicts of law provisions thereof). EXECUTED Company as of the date of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 201...3 [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 instructed above. By signing below, you accept 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 Agreement and transfers all of the rights of terms herein. TeleTech Services Corporation By:______________________________ By:______________________________ Date: _______________Date:______________________________ 27 Exhibit D To Executive Employment Agreement (Standard Agreement to Protect Confidential Information, Assign Inventions and Prevent Unfair Competition and Unfair Solicitation, which the undersigned under the attached Warrant (No. ____) with respect Executive signed prior 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 Start Date) 28 EX-10.85 2 ttec-20170930ex1085f2fdc.htm EX-10.85 ttec_Ex_10_85 Exhibit 10.85 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement ("Agreement") is 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., between TeleTech Services Corporation, a Delaware corporation (the "Company"), for value received, hereby certifies that Hadasit Medical Research Services a wholly owned subsidiary of TeleTech Holdings, Inc., a Delaware corporation ("TeleTech"), and Development Ltd., or its registered assigns (the "Registered Holder"), Anthony Tsai ("Executive") (each a "Party" and together the "Parties"), and is entitled, subject executed 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, be effective as of the Company, at a purchase price Start Date 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. employment ("Effective Date"). View More
Governing Law. This Warrant will Agreement shall be governed by by, and construed in accordance with with, the internal laws of the State of Delaware (without reference Nevada without resort to conflict of laws principles. 13. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand and receipted for by the party to whom said communication shall have been directed or (ii) if mailed by certified or regis...tered mail with postage prepaid, on the third business day after the date on which said communication is so mailed and addressed to the conflicts appropriate party at the following address (as such address may be changed by a party by delivering notice of law provisions thereof). EXECUTED as of such change in 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 manner set forth in the attached Warrant (No. ___), hereby irrevocably elects this Section 13): If 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 Indemnitee:______________________________ ______________________________ ______________________________ If to the cashless exercise procedure set forth in Section 1(b). The undersigned herewith makes payment of Company:Turtle Beach Corporation 13771 Danielson St Suite L Poway, CA 92064 14. Binding Effect; Amendment. This Agreement shall be binding on 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 parties, their heirs, personal representatives, successors and assigns, and shall inure to the maximum number benefit of Warrant Shares purchasable pursuant Indemnitee, his or her heirs, personal representatives and assigns, and 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, benefit of the Company, at a purchase price of $0.00005 per share. The shares purchasable upon exercise its successors and assigns. No amendment, modification, termination or cancellation 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 shall be effective unless in a writing signed by both parties. View More
Governing Law. This Warrant will Agreement is subject to and shall be governed by and construed interpreted in accordance with the internal laws of the State of Delaware (without reference to the conflicts of law provisions thereof). EXECUTED Delaware. EXECUTED, as of the date first written above. EMPLOYER EMPLOYEE By: ________________________________ By: ____________________________ Date: ______________________________ Date: ______________________________ EX-10.1 3 f101.htm TRUE NATURE HOLDING, INC. SENIOR EX...ECUTIVE EMPLOYMENT AGREEMENT EMPLOYMENT CONTRACT TRUE NATURE HOLDING, INC. SENIOR EXECUTIVE EMPLOYMENT AGREEMENT This Agreement is made as of set forth below. BRAINSTORM CELL THERAPEUTICS, the ____________day of ____20__, between the TRUE NATURE HOLDING, INC. By: /s/ Liat Sossover Title: CFO Date: April 13, 2013 [Corporate Seal] ATTEST: EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, pursuant a publicly traded company incorporated in the State of Delaware ("Employer"), and ___________, residing at _______________("Employee"). WHEREAS, the Employer, the authorized representative of the Employer, desires to employ ____________ as the _____________of the Employer; and WHEREAS, the parties have reached an agreement as to the provisions terms of said employment as more fully set forth in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares this Agreement. NOW, THEREFORE, in consideration of the Common Stock covered by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant pursuant to promises and 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 mutual covenants, terms and conditions as hereinafter set forth, the parties hereby agree as follows: 1. Nature of Services and Duties. a. Effective ________, 20__, Employee shall serve in the position of _______. b. At all times during the term of this Agreement, Employee shall use his/her best efforts and apply his/her skill and experience to the proper performance of his/her duties hereunder and to achieve the goals set forth below, herein. Employee shall be directly accountable to purchase and work under the authority and direction of the Chairman of the Board of Directors ("Chairman"), or any "Designee" the Chairman shall direct the Employee to report to, and shall report through such offices as may be directed by the Chairman, or their Designee, from the Company, at any time or to time. Employee shall perform such executive, managerial and administrative duties and services as are customary for a _____ and such further executive duties as may be specified from time to time on by the Chairman, 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. their Designee, including without limitation: i. [DUTIES DESCRIPTION APPROPRIATE FOR ROLE AND TITLE] ii. [CONTINUED DUTIES DESCRIPTION] iii. [CONTINUED DUTIES DESCRIPTION, ETC.] View More
Governing Law. This Warrant will Award has been entered into pursuant to and shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Tennessee. 3 13. Mandatory Payout. Anything to the conflicts of law provisions thereof). EXECUTED as contrary herein notwithstanding, any portion of the date award no longer subject to a substantial risk of set forth below. BRAINSTORM CELL THERAPEUTICS, INC. By: /s/ Liat Sossover Title: CFO forfeiture, including but not ...limited to shares that would have been vested at retirement age, under either Section 83 or 409A of the Internal Revenue Code of 1986, as amended, shall be transferred, paid or otherwise made available to the grantee no later than March 15, of the year following the calendar year in which such substantial risk of forfeiture no longer exists. ACKNOWLEDGMENT AND ACCEPTANCE By signing below, I acknowledge and accept this Award, subject to the terms hereof. Date: April 13, 2013 [Corporate Seal] ATTEST: ________________________________ _______________________________(Participant) Date: ________________________________ _______________________________(Chairman) Date: ________________________________ _______________________________(Attest) 4 ANNEX A Restricted Stock Award •Pursuant to the 2006 Stock Awards Plan and the 20__ Incentive Compensation Plan• Career Shares ______ Shares Vesting Schedule: The above shares vest beginning at age 61 and vest equally over five (5) years. Additionally, you must retain the career shares for 24 months from the grant date. Subject to Sections 3 and 4 hereof. 5 ANNEX B AWARD OF RESTRICTED STOCKCERTAIN UNITED STATES FEDERAL INCOMETAX CONSEQUENCES TO PARTICIPANT The following is a brief summary of the principal United States federal income tax consequences of a restricted stock award under the 2006 Stock Awards Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different. Restricted Stock. A participant generally will not be taxed at the time a restricted stock award is granted, but will recognize taxable ordinary income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The amount of taxable income recognized will equal the fair market value of the shares subject to the award (or the portion of the award that is then vesting) at that time. Participants may elect to be taxed based on the fair market value of the shares at the time of grant by making an election under Section 83(b) of the Code within 30 days of the award date. If a restricted stock award with respect to which a participant has made such an election under Section 83(b) is subsequently canceled, no deduction or tax refund will be allowed for the amount previously recognized as income. Unless a participant makes a Section 83(b) election, dividends paid to a participant on shares of an unvested restricted stock award will be taxable to the participant as ordinary income. If the participant made a Section 83(b) election, the dividends will be taxable to the participants as dividend income, which generally is subject to the same rate as capital gains income. 6 EX-10.5 6 a105-careersharecommon.htm EXHIBIT I PURCHASE FORM To:_________________ Dated:____________ The undersigned, 10.5 10.5 - Career Share Common EXHIBIT 10.5[For Participant who holdsOnly Common Stock] RESTRICTED STOCK AWARDUNDER THE2006 STOCK AWARDS PLANAND THE20__ INCENTIVE COMPENSATION PLANCareer SharesTo: Date: March 12, 20__The Dixie Group, Inc. (the "Company") hereby awards you ______ shares of restricted stock, as an award of Career Shares (Career Shares) 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 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, 20__ Incentive Compensation Plan, 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 below:1. Restricted Stock. All Career Shares are shares of Common Stock, $0.00005 par value per share, restricted stock and are actual shares of common stock of the Company, at a purchase price of $0.00005 per share. The shares purchasable upon exercise of this Warrant, and Company. A stock certificate representing all Career Shares will be issued in your name, but will be held by 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. Company. View More
Governing Law. This Warrant will Award has been entered into pursuant to and shall be governed by and construed in accordance with the internal laws of the State of Delaware (without reference Tennessee. ACKNOWLEDGMENT AND ACCEPTANCE By signing below, I acknowledge and accept this Award, subject to the conflicts terms hereof. Date: ________________________________ _______________________________(Participant) Date: ________________________________ _______________________________(Chairman) Date: ________________...________________ _______________________________(Attest) 3 ANNEX A 6 Restricted Stock Award •Pursuant to the 2016 Incentive Compensation Plan Commitment Shares _________ Shares All shares will vest at the end of law provisions thereof). EXECUTED as 3 years following the award of shares and will vest on the date nearest an open trading period which is established annually by the company. No vesting will occur until these shares have been held for 3 years. 4 ANNEX B AWARD OF RESTRICTED STOCKCERTAIN UNITED STATES FEDERAL INCOMETAX CONSEQUENCES TO PARTICIPANT The following is a brief summary of the date principal United States federal income tax consequences 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:____________ a restricted stock award under the 2016 Incentive Compensation Plan, based on current United States federal income tax laws. This summary is not intended to be exhaustive, does not constitute tax advice and, among other things, does not describe state, local or foreign tax consequences, which may be substantially different. Restricted Stock. A participant generally will not be taxed at the time a restricted stock award is granted, but will recognize taxable ordinary income when the award vests or otherwise is no longer subject to a substantial risk of forfeiture. The undersigned, pursuant amount of taxable income recognized will equal the fair market value of the shares subject to the provisions set forth in award (or the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares portion of the Common Stock covered by such Warrant; or 0the maximum number of shares of Common Stock covered by such Warrant pursuant award that is then vesting) at that time. Participants may elect to be taxed based on the cashless exercise procedure set forth in Section 1(b). The undersigned herewith makes payment fair market value of the full purchase price for such shares at the price per share provided for in such Warrant, which is $________. Such payment takes the form time of (check applicable box or boxes): 0$______ in lawful money grant by making an election under Section 83(b) of the United States; and/or 0the cancellation of such portion Code within 30 days of the attached Warrant as is exercisable for award date. If 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 restricted stock award with respect to which a participant has made such an election under Section 83(b) is subsequently canceled, no deduction or tax refund will be allowed for the maximum number amount previously recognized as income. Unless a participant makes a Section 83(b) election, dividends paid to a participant on shares of Warrant Shares purchasable pursuant an unvested restricted stock award will be taxable to the cashless exercise procedure set forth in participant as ordinary income. If the participant made a Section 1(b). Signature: Address: EXHIBIT II ASSIGNMENT FORM FOR VALUE RECEIVED, ________________________________________ hereby sells, assigns and transfers all of 83(b) election, the rights of the undersigned under the attached Warrant (No. ____) with respect dividends will be taxable to the number of participants as dividend income, which generally is subject to the same rate as capital gains income. 5 EX-10.1 2 ex10_1formcommitmentsharea.htm EXHIBIT 10.1 Exhibit Exhibit 10.1RESTRICTED STOCK AWARDUNDER THE2016 INCENTIVE COMPENSATION PLANCommitment SharesTo: Date: The Dixie Group, Inc. (the "Company") hereby awards you _______ shares of Common Stock covered thereby set forth below, unto: Name restricted stock (Commitment shares) in recognition of Assignee Address No. of Shares Dated:_______________________________ Signature:________________________________ Signature Guaranteed: By: your contribution and as an incentive to continue your employment with 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, Dixie Group, 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 below:1. Restricted Stock. Commitment Shares are shares of Common Stock, $0.00005 par value per share, restricted stock and are actual shares of common stock of the Company, at a purchase price of $0.00005 per share. The shares purchasable Company. Commitment Shares will be issued in electronic form and held subject to vesting and transfer restrictions by the Company's transfer agent.2. Ownership Rights. Immediately upon exercise effectiveness of this Warrant, and Award, you will have all the purchase price per share, each as adjusted from time to time pursuant rights of ownership with respect to the provisions shares represented by the Award, except that such shares cannot be sold, pledged or transferred until the restrictions are removed, and such shares are subject to forfeiture, as described in this Award document. You are entitled to vote shares of restricted stock subject to this Warrant, are hereinafter referred Award and to as receive any dividends paid on such shares.3. Vesting. Shares of Restricted Stock subject to this Award vest in accordance with the "Warrant Shares" and the "Purchase Price," respectively. schedule set forth in Annex A, subject to earlier vesting upon your death, Disability, termination without cause, or upon a Change of Control in which case such Award shall be 100% vested. View More
Governing Law. This Warrant Award Agreement will be governed by and construed in accordance with the internal laws of the State of Delaware (without reference California, without giving effect to the conflicts conflict of law provisions thereof). EXECUTED as principles thereof. For purposes of litigating any dispute that arises under this award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the date State of set forth below. BRAINSTO...RM 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 California, and agree that such litigation will be conducted in the attached Warrant (No. ___), hereby irrevocably elects to purchase (check applicable box): 0_____ shares courts of the Common Stock covered by such Warrant; County of Alameda, State of California, 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 federal courts 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 States for the Northern District of such portion California, and no other courts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] A - 7 EX-10.12 2 ex10_12.htm EXHIBIT 10.12 Exhibit 10.12 PROCERA NETWORKS, INC. 2007 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT (U.S. Grant Recipients) Unless otherwise defined herein, the terms defined in the Procera Networks, Inc. 2007 Equity Incentive Plan, as amended (the "Plan"), will have the same defined meanings in this Restricted Stock Unit Award Agreement (the "Award Agreement"), which includes the Notice of Restricted Stock Unit Grant (the "Notice of Grant") and Terms and Conditions of Restricted Stock Unit Grant attached hereto as Exhibit A. NOTICE OF RESTRICTED STOCK UNIT GRANT Participant Name: ________________________________ (the "Participant") Address: ________________________________________ ________________________________________ Participant has been granted the attached Warrant as is exercisable for a total right to receive an award 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 Restricted 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 Units (the "Restricted 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, Units"), subject to the terms and conditions of the Plan and this Award Agreement, as follows: Grant Number: ___________________________________________ Date of Grant: ___________________________________________ Vesting Commencement Date: ________________________________ Number of Restricted Stock Units: _____________________________ Vesting Schedule: Subject to Section 3 of the Award Agreement and any acceleration provisions contained in the Plan or set forth below, the Restricted Stock Unit will vest in accordance with the following schedule: In the event Participant ceases to purchase from provide Continuous Service for any or no reason before Participant vests in the Company, at Restricted Stock Units, the Restricted Stock Units and Participant's right to acquire 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, Stock under this Award Agreement will immediately terminate. 1 By Participant's signature and the signature of the Company, at representative of Procera Networks, Inc. (the "Company") below, Participant and the Company agree that this award of Restricted Stock Units is granted under, and governed by the terms and conditions of, the Plan and this Award Agreement, including the Terms and Conditions of Restricted Stock Unit Grant (including any country-specific addendum thereto) attached hereto as Exhibit A, all of which are made a purchase price of $0.00005 per share. The shares purchasable upon exercise part of this Warrant, document. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and this Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the administrator of the Plan, as set forth in the Plan (the "Administrator"), upon any questions relating to the Plan and this Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. PARTICIPANT: PROCERA NETWORKS, INC. Signature By Print Name Title Residence Address: 2 EXHIBIT A TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT GRANT 1. Grant. The Company hereby grants to the Participant under the Plan an award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the purchase price per share, each as adjusted from time Plan, which is incorporated herein by reference. Subject to time pursuant to Section 10 of the provisions Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Warrant, are hereinafter referred to as Award Agreement, the "Warrant Shares" terms and conditions of the "Purchase Price," respectively. Plan will prevail in all respects. View More
