S-3










EXHIBIT 4.1  




	
 

	
 

	
 

	
 

	
 

	
 


	


	
ROSS MILLER 

	
 

	
 

	
 

	
 


	
Secretary of State 

	
 

	
 

	
 

	
 


	
204 North Carson Street,
Suite 1 

	
 

	
 

	
 

	
 


	
Carson City, Nevada
89701-4299 

	
 

	
 

	
 

	
 


	
(775)
684 5708 

	
 

	
 

	
 

	
 


	
Website:
secretaryofstate.biz 

	
 

	
 

	
Filed
  in the office of

	
Document
  Number


	
 

	
 

	
 

	
 

	


	
20080386622-67


	
 

	
 

	
 

	
 

	
Filing
  Date and Time


	
Certificate of Amendment

  (Pursuant to NRS 78.385 and 78.390)

	
 

	
Ross Miller

	
06/04/2008 8:13 AM


	
 

	
Secretary of State 
State of Nevada

	
Entity
  Number


	
 

	
C12337-2001


	
 

	
 

	
 

	
 

	
 

	
 








	
 

	
 


	
Important:
  Read attached instructions before
  completing form.

	
 


	
 

	
ABOVE SPACE IS FOR OFFICE USE ONLY





Certificate of Amendment to Articles of Incorporation 

For Nevada Profit Corporations

(Pursuant
to NRS 78.385 and 780.390 – After Issuance of Stock)


	
 

	
 


	
1.     Name of corporation:


	
PLURISTEM
  THERAPEUTICS INC.


	
 


	
2.     The articles have
  been amended as follows (provide article numbers, if available):


	
 


	
4.     The total authorized capital stock of the corporation is
30,000,000
  shares of common stock with a par value of
  $0.00001.


	
 


	
3.     The vote by which
  the stockholders holding shares in the corporation entitling them to exercise
  at least a majority of the voting power, or such greater proportion of the
  voting power as may be required in the case of a vote by classes or series,
  or as may be required by the provisions of the articles of incorporation have
  voted in favor of the amendment is:  51.7%


	
 


	
4.     Effective date of
  filing (optional):   June 4, 2008


	
 

	
 


	
 

	
(must not be later than 90 days after the certificate is
  filed)


	
 

	
 


	
5.     Officer
  Signature (required):

	



	
 

	







*If any proposed amendment would alter or change any
preference or any relative or other right given to any class or series of
outstanding shares, then the amendment must be approved by the vote, in
addition to the affirmative vote otherwise required, of the holders of shares
representing a majority of the voting power of each class or series affected by
the amendment regardless of limitations or restrictions on the voting thereof.


IMPORTANT:
Failure to include any of the above information and submit the proper fees may
cause this filing to be rejected.


	
 

	
 


	
This form must be accompanied by appropriate fees. See attached fee
  schedule.

	
Nevada
  Secretary of State AM 78.385 Amend 2003


	
 

	
Revised
  on: 09/29/05

















RESTATED ARTICLES OF INCORPORATION
Filed June 16, 2001 



In the Office of Dean 



OF Heller, Secretary of
State 



AI SOFTWARE INC. 







FIRST 



The name of this corporation is AI
SOFTWARE INC. 



SECOND 



Its principal office in the State of
Nevada is located at 502 East John Street, Carson City, Nevada, 89706. The name and
address of its resident agent is CSC Services of Nevada, Inc., at the above address. 



THIRD 



The purpose or purposes for which the
corporation is organized: 



To engage in and carry on any lawful
business activity or trade, and any activities necessary, convenient, or desirable to
accomplish such purposes, not forbidden by law or by these articles of incorporation. 



FOURTH 



The amount of the total authorized
capital stock of the corporation is One Thousand Dollars ($1,000.00) consisting of One
Hundred Million (100,000,000) shares of common stock of the par value of $0.00001 each. 



FIFTH 



The governing board of this
corporation shall be known as directors, and the number of directors may from time to
time be increased or decreased in such manner as shall be provided by the bylaws of this
corporation. 



There are two members of the Board
of Directors at the date of filing these Restated Articles of Incorporation and their
names and postal addresses are:  











	 		
	 		
	 		
	 		
	 		
	 	NAME	POST OFFICE ADDRESS
	 	 
	 	Harvey M.J. Lawson	464 Somerset St., North Vancouver, B.C., Canada V7N1G3
	 	 
	 	John Carl Guterres	#1408 – 1327 E. Keith Rd., North Vancouver, B.C., Canada V7J 3T5





The number of members of the Board of
Directors shall not be less than one nor more than thirteen. 



SIXTH 



The capital stock, after the amount
of the subscription price, or par value, has been paid in shall not be subject to
assessment to pay the debts of the corporation. 



SEVENTH 



The corporation is to have perpetual
existence. 



EIGHTH 



In furtherance, and not in limitation
of the powers conferred by statute, the board of directors is expressly authorized: 



Subject to the bylaws, if any,
adopted by the stockholders, to make, alter, amend or repeal the bylaws of the
corporation. 



To fix the amount to be reserved as
working capital over and above its capital stock paid in, to authorize and cause to be
executed mortgages and liens upon the real and personal property of this corporation.  



To authorize the guaranty by the
corporation of the securities, evidences of indebtedness and obligations of other
persons, corporations or business entities.  



To set apart out of any funds of the
corporation available for dividends a reserve or reserves for any proper purpose and to
abolish any such reserve. 



By resolution passed by a majority
of the whole board, to designate one (1) or more committees, each committee to consist of
one (1) or more of the directors of the corporation, which, to the extent provided in the
resolution or in the bylaws of the corporation, shall have and may exercise the powers of
the board of directors in the management of the business and affairs of the corporation,
and may authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be stated
in the bylaws of the corporation or as may be determined from time to time by resolution
adopted by the board of directors. 











When and as authorized by the
affirmative vote of stockholders holding stock entitling them to exercise at least a
majority of the voting power given at a stockholders’ meeting called for that
purpose, or when authorized by the written consent of the holders of at least a majority
of the voting stock issued and outstanding, the board of directors shall have power and
authority at any meeting to sell, lease or exchange all of the property and assets of the
corporation, including its good will and its corporate franchises, upon such terms and
conditions as its board of directors deem expedient and for the best interests of the
corporation.  





All the corporate powers of the
corporation shall be exercised by the board of directors except as otherwise herein or in
the bylaws or by law. 



NINTH 



Meeting of stockholders may be held
outside the State of Nevada, if the bylaws so provide. The books of the corporation may be
kept (subject to any provision contained in the statutes) outside the State of Nevada at
such place or places as may be designated from time to time by the board of directors or
in the bylaws of the corporation. 



TENTH 



This corporation reserves the right
to amend alter, change or repeal any provision contained in the Restated Articles of
Incorporation, in the manner now or hereafter prescribed by statute, or by the Restated
Articles of Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation. 



ELEVENTH 



The corporation shall indemnify its
officers, directors, employees and agents to the full extent permitted by the laws of the
State of Nevada. 



A director or officer of the
corporation shall not be personally liable to the corporation or its stockholders for
damages for breach of fiduciary duty as a director or officer, but this article shall not
eliminate or limit the liability of a director or officer for (i) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of the law or (ii) the
unlawful payment of dividends. Any repeal or modification of this article by stockholders
of the corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation for acts
or omissions prior to such repeal or modification. 



TWELFTH 



Every person who was or is a party
to, or is threatened to be made a party to, or is involved in any such action, suit or
proceeding, whether civil, criminal, administrative or investigative, by the reason of
the fact that he or she, or a person with whom he or she is a legal representative, is or
was a director of the corporation, or who is serving at the request of the corporation as
a director or officer of another corporation, or is a representative in a partnership,
joint venture, trust or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under the laws of the State of Nevada fro time to time
against all expenses, liability and loss (including attorneys’ fees, judgments,
fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by
him or her in connection therewith. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. The expenses of
officers and directors incurred in defending a civil suit or proceeding must be paid by
the corporation as incurred and in advance of the final disposition of the action, suit,
or proceeding, under receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction
that he or she is not entitled to be indemnified by the corporation. Such right of
indemnification shall not be exclusive of any other right of such directors, officers or
representatives may have or hereafter acquire, and, without limiting the generality of
such statement, they shall be entitled to their respective rights of indemnification
under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well
as their rights under this article. 











Without limiting the application of
the foregoing, the board of directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification permitted by the
laws of the State of Nevada, and may cause the corporation to purchase or maintain
insurance on behalf of any person who is or was a director or officer.  



I, THE UNDERSIGNED, being a director
of the company hereinbefore named, and being authorized to make and file these Restated
Articles of Incorporation by the board of directors of said company, hereby declare and
certify that the facts herein stated are true, and accordingly have hereunto set my hand
this 22nd day of May, 2001. 



	/s/ Harvey M.J. Lawson
——————————————

Harvey M.J. Lawson
President







	/s/ John Carl Guterres
——————————————

John Carl Guterres
Secretary













ARTICLES OF INCORPORATION
Filed May 10, 2001
in the Office of Dean 




OF Heller Secretary of
State 



AI SOFTWARE INC. 



FIRST: The name of this corporation
is: 



AI SOFTWARE INC. 











SECOND: Its principal office in the State
of Nevada is located at 502 East John Street, Carson City, Nevada, 89706. The name and
address of its resident agent is CSC Services of Nevada, Inc., at the above address. 



THIRD: The nature of the business or
objects or purposes proposed may be organized under the General Corporation Law of the State of Nevada;




To engage in any lawful act or
activity for which corporations may be organized under the General Corporation Law of the
State of Nevada. 



FOURTH: The total authorized capital
stock of the corporation is 25,000,000 shares of common stock with a par value of $0.001. 



FIFTH: The governing board of this
corporation shall be known as directors, and the number of directors may from time to
time be increased or decreased in such manner as shall be provided in the by-laws of this
corporation, provided that the number of directors shall not be reduced less than one
unless there is less than one stockholder. 




The name and post office address of
the first board of directors, which shall be three in number, is as follows:  


	 		
	 		
	 		
	 		
	 		
	 	NAME	POST OFFICE ADDRESS
	 	 
	 	Gunther Roelig	#100–1550 West 15th Avenue, Vancouver, BC, Canada, V6J 2K6 
	 	 
	 	Harvey M.J. Lawson	464 Somerset Street, North Vancouver, BC, Canada, V7N 1G3
	 	 
	 	John Carl Guterres	#1408-1327 East Keith Road, North Vancouver, BC, Canada, V7J 3T5





SIXTH: The capital stock after the
amount of the subscription price, or par value, has been paid in, shall not be subject to
assessment to pay the debts of the corporation. 



SEVENTH: The name and post office
address of the incorporator signing the articles of incorporation is as follows: 



	 		
	 		
	 		
	 		
	 		
	 	NAME	POST OFFICE ADDRESS
	 	 
	 	C. Woodgate	502 East John Street, Room E, Carson City, NV 89706





EIGHTH: The corporation is to have
perpetual existence. 



NINTH: In furtherance and not in
limitation of the powers conferred by statute, the board of directors is expressly
authorized, subject to the bylaws, if any, adopted by the shareholders, to make, alter or
amend the by-laws of the corporation. 











TENTH: Meetings of stockholders may
be held outside of the State of Nevada at such place or places as may be designated from
time to time by the board of directors or in the by-laws of the corporation.  



ELEVENTH: This corporation reserves
the right to amend, alter, change or repeal any provision contained in the articles of
incorporation, in the manner now or hereafter prescribed, and all rights conferred upon
stockholders herein are granted subject to this reservation.  



I, THE UNDERSIGNED, being the sole
incorporator herein before named for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, do make and file these articles of
incorporation, hereby declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this tenth day of May, A.D., 2001. 



	/s/ C. Woodgate 
——————————————

C. Woodgate, Incorporator









CERTIFICATE OF ACCEPTANCE
Filed May 10, 2001 



In the Office of Dean 



OF Heller Secretary of
State 



APPOINTMENT OF RESIDENT
AGENT 



OF 



AI SOFTWARE INC. 



I, C. WOODGATE, Authorized
Representative, on behalf of CSC Services of Nevada, Inc., hereby accepts appointment as
Resident Agent of the above-named corporation. 



	By:  /s/ C. Woodgate                           May 10, 2001
—————————————— 

Authorized Representative