RESTRICTED STOCK AWARD AGREEMENT
UNDER THE BRAINSTORM CELL THERAPEUTICS INC.
2005 U.S. STOCK OPTION AND INCENTIVE PLAN
Name of Grantee: Scientific Advisory Board Members No. of Shares: 100,000
Purchase Price per Share (if any): $0.00005 Grant Date: April __, 2005
Final Acceptance Date: April __, 2005
Pursuant to the BrainStorm Cell Therapeutics Inc. 2005 U.S. Stock Option and Incentive Plan (the "Plan") as
amended through the date hereof, BrainStorm Cell Therapeutics Inc. (the "Company") hereby grants a Restricted
Stock Award (an "Award") to the Grantee named above. Upon acceptance of this Award, the Grantee shall
receive the number of shares of Common Stock, par value $0.00005 per share (the "Stock") of the Company
specified above, subject to the restrictions and conditions set forth herein and in the Plan.
1. Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have
accepted this Award prior to the close of business on the Final Acceptance Date specified above by (i) making
payment to the Company by certified or bank check or other instrument acceptable to the Administrator (as
defined in Section 2 of the Plan) of the Purchase Price per Share, if any, times the number of shares to be
accepted, and (ii) signing and delivering to the Company a copy of this Award Agreement. Upon acceptance of
this Award by the Grantee, the shares of Restricted Stock so accepted shall be issued and held by the
Company's transfer agent in book entry form or certificates evidencing the shares of Restricted Stock so
accepted shall be issued and delivered to the Grantee, and the Grantee's name shall be entered as the
stockholder of record on the books of the Company. Thereupon, the Grantee shall have all the rights of a
shareholder with respect to such shares, including voting and dividend rights, subject, however, to the restrictions
and conditions specified in Paragraph 2 below.
2. Restrictions and Conditions.
(a) Any book entries or certificates evide