8-K









Exhibit 4.1  



EXHIBIT A 



COMMON STOCK PURCHASE
WARRANT 



PLURISTEM THERAPEUTICS
INC. 


		
		
		
		
		
	Warrant Shares: _______	Initial Exercise Date: November __, 2009
	 	Issue Date: May __, 2009






        THIS
COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value
received, _____________ (the “Holder”) is entitled, upon the terms and
subject to the limitations on exercise and the conditions hereinafter set forth, at any
time on or after November __, 2009 (the “Initial Exercise Date”) and on
or prior to the close of business on the five year anniversary of the Initial Exercise
Date (the “Termination Date”) but not thereafter, to subscribe for and
purchase from Pluristem Therapeutics Inc., a Nevada corporation (the
“Company”), up to ______ shares (the “Warrant Shares”)
of Common Stock. The purchase price of one share of Common Stock under this Warrant shall
be equal to the Exercise Price, as defined in Section 2(b). 



        Section
1.   Definitions. Capitalized terms used and not otherwise defined herein shall
have the meanings set forth in that certain Securities Purchase Agreement (the
“Purchase Agreement”), dated May __, 2009, among the Company and the
purchasers signatory thereto. 



        Section
2.   Exercise.  




		    a)       Exercise
of Warrant. Exercise of the purchase rights represented by this           Warrant may
be made, in whole or in part, at any time or times on or after the           Initial
Exercise Date and on or before the Termination Date by delivery to the           Company
(or such other office or agency of the Company as it may designate by           notice in
writing to the registered Holder at the address of the Holder           appearing on the
books of the Company) of: (i) a completed and duly executed           copy of the Notice
of Exercise Form annexed hereto; and (ii) payment of the           aggregate Exercise
Price of the shares thereby purchased by wire transfer or           bank or certified
check drawn on a United States bank. The date such items are           delivered to the
Company (as determined in accordance with the notice provisions           hereof) is an
“Exercise Date.” The Holder shall not be required to           deliver the
original Warrant in order to effect an exercise hereunder, but if it           is not so
delivered then such exercise shall constitute an agreement by the           Holder to
deliver the original Warrant to the Company as soon as practicable           thereafter
and in any event, within three (3) Trading Days of the Exercise           Date.  Execution
and delivery of the Exercise Notice shall have the same           effect as cancellation
of the original Warrant and issuance of a new Warrant           evidencing the right to
purchase the remaining number of Warrant Shares, if any,           and the Company shall
issue such new Warrant as soon as possible after receipt           and cancellation of
the original Warrant. The Company shall maintain records           showing the number of
Warrant Shares purchased and the date of such purchases.           The Company shall
deliver any objection to any Notice of Exercise Form within           three (3) Trading
Days of receipt of such notice.  















		    b)       Exercise
Price. The exercise price per share of the Common Stock under           this Warrant
shall be $1.96, subject to adjustment hereunder (the           “Exercise
Price”).  







		    c)       Cashless
Exercise. If at any time during the term of this Warrant there           is no
effective Registration Statement registering, or no current prospectus
          available for, the issuance or resale of the Warrant Shares by the Holder, then
          this Warrant may also be exercised at such time by means of a “cashless
          exercise” in which the Holder shall be entitled to receive a certificate
          for the number of Warrant Shares equal to the quotient obtained by dividing
          [(A-B) (X)] by (A), where:  






	 	(A)	=	the VWAP on the Trading Day immediately preceding the date of such election;
	 	 
	 	(B)	=	the Exercise Price of this Warrant, as adjusted; and
	 	 
	 	(X)	=	the number of Warrant Shares issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise.







        Notwithstanding
anything herein to the contrary, on the Termination Date, this Warrant shall be
automatically exercised via cashless exercise pursuant to this Section 2(c).  




2







		    d)        Holder’s
Restrictions. The Company shall not effect any exercise of                this
Warrant, and a Holder shall not have the right to exercise any portion of
               this Warrant, pursuant to Section 2 or otherwise, to the extent that after
               giving effect to such issuance after exercise as set forth on the
applicable                Notice of Exercise, the Holder (together with the Holder’s
Affiliates, and                any other person or entity acting as a group together with
the Holder or any of                the Holder’s Affiliates), would beneficially own
in excess of the                Beneficial Ownership Limitation (as defined below).  For
purposes of the                foregoing sentence, the number of shares of Common Stock
beneficially owned by                the Holder and its Affiliates shall include the
number of shares of Common Stock                issuable upon exercise of this Warrant
with respect to which such determination                is being made, but shall exclude
the number of shares of Common Stock which                would be issuable upon (A)
exercise of the remaining, nonexercised portion of                this Warrant
beneficially owned by the Holder or any of its Affiliates and (B)                exercise
or conversion of the unexercised or nonconverted portion of any other
               securities of the Company (including, without limitation, any other Common
Stock                Equivalents) subject to a limitation on conversion or exercise
analogous to the                limitation contained herein beneficially owned by the
Holder or any of its                affiliates.  Except as set forth in the
preceding sentence, for purposes of                this Section 2(d)(i), beneficial
ownership shall be calculated in accordance                with Section 13(d) of the
Exchange Act and the rules and regulations promulgated                thereunder, it
being acknowledged by the Holder that the Company is not                representing to
the Holder that such calculation is in compliance with Section                13(d) of
the Exchange Act and the Holder is solely responsible for any schedules
               required to be filed in accordance therewith. To the extent that the
limitation                contained in this Section 2(d) applies, the determination of
whether this                Warrant is exercisable (in relation to other securities owned
by the Holder                together with any Affiliates) and of which portion of this
Warrant is                exercisable shall be in the sole discretion of the Holder, and
the submission of                a Notice of Exercise shall be deemed to be the Holder’s
determination of                whether this Warrant is exercisable (in relation to other
securities owned by                the Holder together with any Affiliates) and of which
portion of this Warrant is                exercisable, in each case subject the
Beneficial Ownership Limitation, and the                Company shall have no obligation
to verify or confirm the accuracy of such                determination. In addition, a
determination as to any group status as                contemplated above shall be
determined in accordance with Section 13(d) of the                Exchange Act and the
rules and regulations promulgated thereunder. For purposes                of this Section
2(d), in determining the number of outstanding shares of Common                Stock, a
Holder may rely on the number of outstanding shares of Common Stock as
               reflected in (A) the Company’s most recent periodic annual report as
the                case may be, (B) a more recent public announcement by the Company or
(C) any                other notice by the Company or the Transfer Agent setting forth
the number of                shares of Common Stock outstanding.  Upon the written
or oral request of a                Holder, the Company shall within three (3) Trading
Days confirm orally and in                writing to the Holder the number of shares of
Common Stock then                outstanding.  In any case, the number of
outstanding shares of Common Stock                shall be determined after giving effect
to the conversion or exercise of                securities of the Company, including this
Warrant, by the Holder or its                Affiliates since the date as of which such
number of outstanding shares of                Common Stock was reported. The “Beneficial
Ownership Limitation” shall be 4.99% of the number of shares of the
Common                Stock outstanding immediately after giving effect to the issuance
of shares of                Common Stock issuable upon exercise of this Warrant. The
Holder, upon not less                than sixty one (61) days’ prior notice to the
Company, may increase or                decrease the Beneficial Ownership Limitation
provisions of this Section 2(d),                provided that the Beneficial Ownership
Limitation in no event exceeds 9.99% of                the number of shares of the Common
Stock outstanding immediately after giving                effect to the issuance of
shares of Common Stock upon exercise of this Warrant                held by the Holder
and the provisions of this Section 2(d) shall continue to                apply. Any such
increase or decrease will not be effective until the                61st day
after such notice is delivered to the Company. The                provisions of this
paragraph shall be construed and implemented in a manner                otherwise than in
strict conformity with the terms of this Section 2(d) to                correct this
paragraph (or any portion hereof) which may be defective or                inconsistent
with the intended Beneficial Ownership Limitation herein contained                or to
make changes or supplements necessary or desirable to properly give effect
               to such limitation. The limitations contained in this paragraph shall
apply to a                successor holder of this Warrant.  







3







		    e)        Mechanics
of Exercise.  







		    i.        Delivery
of Certificates Upon Exercise. Certificates for shares purchased
               hereunder shall be transmitted by the Transfer Agent to the Holder by
crediting                the account of the Holder’s prime broker with the
Depository Trust Company                through its Deposit Withdrawal Agent Commission (“DWAC”)
system                if the Company is then a participant in such system and either (A)
there is an                effective Registration Statement permitting the resale of the
Warrant Shares by                the Holder or this Warrant is being exercised via
cashless exercise, and                otherwise by physical delivery to the address
specified by the Holder in the                Notice of Exercise within three (3) Trading
Days from the delivery to the                Company of the Notice of Exercise Form,
surrender of this Warrant (if required)                and payment of the aggregate
Exercise Price as set forth above (the                “Warrant Share Delivery Date”).
This Warrant shall be deemed to                have been exercised on the date the
Exercise Price is received by the Company.                The Warrant Shares shall be
deemed to have been issued, and Holder or any other                person so designated
to be named therein shall be deemed to have become a holder                of record of
such shares for all purposes, as of the date the Warrant has been
               exercised by payment to the Company of the Exercise Price (or by cashless
               exercise, if permitted) and all taxes required to be paid by the Holder,
if any,                pursuant to Section 2(e)(vi) prior to the issuance of such shares,
have been                paid.  







		    ii.        Delivery
of New Warrants Upon Exercise. If this Warrant shall have been
               exercised in part, the Company shall, at the request of a Holder and upon
               surrender of this Warrant certificate, at the time of delivery of the
               certificate or certificates representing Warrant Shares, deliver to Holder
a new                Warrant evidencing the rights of Holder to purchase the unpurchased
Warrant                Shares called for by this Warrant, which new Warrant shall in all
other respects                be identical with this Warrant.  







		    iii.        Rescission
Rights. If the Company fails to cause the Transfer Agent to                transmit
to the Holder a certificate or the certificates representing the                Warrant
Shares pursuant to Section 2(e)(i) by the Warrant Share Delivery Date,
               then the Holder will have the right to rescind such exercise.  







		    iv.        Compensation
for Buy-In on Failure to Timely Deliver Certificates Upon                Exercise. In
addition to any other rights available to the Holder, if the                Company fails
to cause the Transfer Agent to transmit to the Holder a                certificate or the
certificates representing the Warrant Shares pursuant to an                exercise on or
before the Warrant Share Delivery Date, and if after such date                the Holder
is required by its broker to purchase (in an open market transaction                or
otherwise) or the Holder’s brokerage firm otherwise purchases, shares of
               Common Stock to deliver in satisfaction of a sale by the Holder of the
Warrant                Shares which the Holder anticipated receiving upon such exercise
(a                “Buy-In”), then the Company shall (A) pay in cash to
the Holder                the amount by which (x) the Holder’s total purchase price
(including                brokerage commissions, if any) for the shares of Common Stock
so purchased                exceeds (y) the amount obtained by multiplying (1) the number
of Warrant Shares                that the Company was required to deliver to the Holder
in connection with the                exercise at issue times (2) the price at which the
sell order giving rise to                such purchase obligation was executed, and (B)
at the option of the Holder,                either reinstate the portion of the Warrant
and equivalent number of Warrant                Shares for which such exercise was not
honored or deliver to the Holder the                number of shares of Common Stock that
would have been issued had the Company                timely complied with its exercise
and delivery obligations hereunder. For                example, if the Holder purchases
Common Stock having a total purchase price of                $11,000 to cover a Buy-In
with respect to an attempted exercise of shares of                Common Stock with an
aggregate sale price giving rise to such purchase                obligation of $10,000,
under clause (1) of the immediately preceding sentence                the Company shall
be required to pay the Holder $1,000. The Holder shall provide                the Company
written notice indicating the amounts payable to the Holder in                respect of
the Buy-In and, upon request of the Company, evidence of the amount                of
such loss. Nothing herein shall limit a Holder’s right to pursue any
               other remedies available to it hereunder, at law or in equity including,
without                limitation, a decree of specific performance and/or injunctive
relief with                respect to the Company’s failure to timely deliver
certificates                representing shares of Common Stock upon exercise of the
Warrant as required                pursuant to the terms hereof.  







4







		    v.        No
Fractional Shares or Scrip. No fractional shares or scrip representing
               fractional shares shall be issued upon the exercise of this Warrant. As to
any                fraction of a share which Holder would otherwise be entitled to
purchase upon                such exercise, the Company shall, at its election, either
pay a cash adjustment                in respect of such final fraction in an amount equal
to such fraction multiplied                by the Exercise Price or round up to the next
whole share.  







		    vi.        Charges,
Taxes and Expenses. Issuance of certificates for Warrant Shares shall
be made without charge to the Holder for any issue or transfer tax or
other incidental expense in respect of the issuance of such certificate,
all of which taxes and expenses shall be paid by the Company, and such
certificates shall be issued in the name of the Holder or in such name or
names as may be directed by the Holder; provided, however, that in
the event certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for exercise
shall be accompanied by the Assignment Form attached hereto duly executed
by the Holder and the Company may require, as a condition thereto, the
payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.  







		    vii.        Closing
of Books. The Company will not close its stockholder books or                records
in any manner which prevents the timely exercise of this Warrant,                pursuant
to the terms hereof.  







5







        Section
3.   Certain Adjustments.  




		    a)        Stock
Dividends and Splits. If the Company, at any time while this                Warrant
is outstanding: (i) pays a stock dividend or otherwise make a                distribution
or distributions on shares of its Common Stock or any other equity                or
equity equivalent securities payable in shares of Common Stock (which, for
               avoidance of doubt, shall not include any shares of Common Stock issued by
the                Company upon exercise of this Warrant), (ii) subdivides outstanding
shares of                Common Stock into a larger number of shares, (iii) combines
(including by way of                reverse stock split) outstanding shares of Common
Stock into a smaller number of                shares, or (iv) issues by reclassification
of shares of the Common Stock any                shares of capital stock of the Company,
then in each case the Exercise Price                shall be multiplied by a fraction of
which the numerator shall be the number of                shares of Common Stock
(excluding treasury shares, if any) outstanding                immediately before such
event and of which the denominator shall be the number                of shares of Common
Stock outstanding immediately after such event and the                number of shares
issuable upon exercise of this Warrant shall be proportionately                adjusted
such that the aggregate Exercise Price of this Warrant shall remain
               unchanged. Any adjustment made pursuant to this Section 3(a) shall become
               effective immediately after the record date for the determination of
               stockholders entitled to receive such dividend or distribution and shall
become                effective immediately after the effective date in the case of a
subdivision,                combination or re-classification.  







		    b)        Intentionally
Omitted.  







		    c)        Subsequent
Rights Offerings. If the Company, at any time while the                Warrant is
outstanding, shall issue rights, options or warrants to all holders                of
Common Stock (and not to Holders) entitling them to subscribe for or purchase
               shares of Common Stock at a price per share less than the VWAP at the
record                date mentioned below, then, the Exercise Price shall be multiplied
by a                fraction, of which the denominator shall be the number of shares of
the Common                Stock outstanding on the date of issuance of such rights or
warrants plus the                number of additional shares of Common Stock offered for
subscription or                purchase, and of which the numerator shall be the number
of shares of the Common                Stock outstanding on the date of issuance of such
rights or warrants plus the                number of shares which the aggregate offering
price of the total number of                shares so offered (assuming receipt by the
Company in full of all consideration                payable upon exercise of such rights,
options or warrants) would purchase at                such VWAP. Such adjustment shall be
made whenever such rights or warrants are                issued, and shall become
effective immediately after the record date for the                determination of
stockholders entitled to receive such rights, options or                warrants.  







		    d)        Pro
Rata Distributions. If the Company, at any time while this Warrant is
               outstanding, shall distribute to all holders of Common Stock (and not to
Holders                of the Warrants) evidences of its indebtedness or assets
(including cash and                cash dividends) or rights or warrants to subscribe for
or purchase any security                other than the Common Stock (which shall be
subject to Section 3(b)), then in                each such case the Exercise Price shall
be adjusted by multiplying the Exercise                Price in effect immediately prior
to the record date fixed for determination of                stockholders entitled to
receive such distribution by a fraction of which the                denominator shall be
the VWAP determined as of the record date mentioned above,                and of which
the numerator shall be such VWAP on such record date less the then                per
share fair market value at such record date of the portion of such assets or
               evidence of indebtedness so distributed applicable to one outstanding
share of                the Common Stock as determined by the Board of Directors in good
faith. In                either case the adjustments shall be described in a statement
provided to the                Holder of the portion of assets or evidences of
indebtedness so distributed or                such subscription rights applicable to one
share of Common Stock. Such                adjustment shall be made whenever any such
distribution is made and shall become                effective immediately after the
record date mentioned above.  







6







		    e)        Fundamental
Transaction. If, at any time while this Warrant is                outstanding, (i)
the Company effects any merger or consolidation of the Company                with or
into another Person, (ii) the Company effects any sale of all or
               substantially all of its assets in one or a series of related
transactions,                (iii) any tender offer or exchange offer (whether by the
Company or another                Person) is completed pursuant to which holders of
Common Stock are permitted to                tender or exchange their shares for other
securities, cash or property or (iv)                the Company effects any
reclassification of the Common Stock or any compulsory                share exchange
pursuant to which the Common Stock is effectively converted into                or
exchanged for other securities, cash or property (each “Fundamental
               Transaction”), then, upon any subsequent exercise of this
Warrant, the                Holder shall have the right to receive, for each Warrant
Share that would have                been issuable upon such exercise immediately prior
to the occurrence of such                Fundamental Transaction, the number of shares of
Common Stock of the successor                or acquiring corporation or of the Company,
if it is the surviving corporation,                and any additional consideration (the
“Alternate                Consideration”) receivable as a result of such
merger, consolidation or                disposition of assets by a holder of the number
of shares of Common Stock for                which this Warrant is exercisable
immediately prior to such event. For purposes                of any such exercise, the
determination of the Exercise Price shall be                appropriately adjusted to
apply to such Alternate Consideration based on the                amount of Alternate
Consideration issuable in respect of one share of Common                Stock in such
Fundamental Transaction, and the Company shall apportion the                Exercise
Price among the Alternate Consideration in a reasonable manner                reflecting
the relative value of any different components of the Alternate
               Consideration. If holders of Common Stock are given any choice as to the
               securities, cash or property to be received in a Fundamental Transaction,
then                the Holder shall be given the same choice as to the Alternate
Consideration it                receives upon any exercise of this Warrant following such
Fundamental                Transaction. To the extent necessary to effectuate the
foregoing provisions, any                successor to the Company or surviving entity in
such Fundamental Transaction                shall issue to the Holder a new warrant
consistent with the foregoing provisions                and evidencing the Holder’s
right to exercise such warrant into Alternate                Consideration. The terms of
any agreement pursuant to which a Fundamental                Transaction is effected
shall include terms requiring any such successor or                surviving entity to
comply with the provisions of this Section 3(e) and insuring                that this
Warrant (or any such replacement security) will be similarly adjusted                upon
any subsequent transaction analogous to a Fundamental Transaction.
               Notwithstanding anything to the contrary, in the event of a Fundamental
               Transaction that is (1) an all cash transaction, (2) a “Rule 13e-3
               transaction” as defined in Rule 13e-3 under the Exchange Act, or (3)
a                Fundamental Transaction involving a person or entity not traded on a
national                securities exchange, the Nasdaq Global Select Market, the Nasdaq
Global Market,                or the Nasdaq Capital Market, the Company or any successor
entity shall pay at                the Holder’s option, exercisable at any time
concurrently with or within 30                days after the consummation of the
Fundamental Transaction, an amount of cash                equal to the value of this
Warrant as determined in accordance with the Black                Scholes Option Pricing
Model obtained from the “OV” function on                Bloomberg L.P. using
(A) a price per share of Common Stock equal to the VWAP of                the Common
Stock for the Trading Day immediately preceding the date of                consummation
of the applicable Fundamental Transaction, (B) a risk-free interest                rate
corresponding to the U.S. Treasury rate for 30 day period immediately prior
               to the consummation of the applicable Fundamental Transaction, (C) an
expected                volatility equal to the 100 day volatility obtained from the
“HVT”               function on Bloomberg L.P. determined as of the Trading Day
immediately                following the public announcement of the applicable
Fundamental Transaction, and                (D) a remaining option time equal to the time
between the date of the public                announcement of such transaction and the
Termination Date.  







7







		    f)        Calculations.
All calculations under this Section 3 shall be made to the                nearest cent or
the nearest 1/100th of a share, as the case may be. For purposes                of this
Section 3, the number of shares of Common Stock deemed to be issued and
               outstanding as of a given date shall be the sum of the number of shares of
               Common Stock (excluding treasury shares, if any) issued and outstanding.  







		    g)        Notice
to Holder.  







		    i.        Adjustment
to Exercise Price. Whenever the Exercise Price is adjusted                pursuant to
any provision of this Section 3, the Company shall promptly mail to                the
Holder a notice setting forth the Exercise Price after such adjustment and
               setting forth a brief statement of the facts requiring such adjustment.  







		    ii.        Notice
to Allow Exercise by Holder. If (A) the Company shall declare a
               dividend (or any other distribution in whatever form) on the Common Stock,
(B)                the Company shall declare a special nonrecurring cash dividend on or a
               redemption of the Common Stock, (C) the Company shall authorize the
granting to                all holders of the Common Stock rights or warrants to
subscribe for or purchase                any shares of capital stock of any class or of
any rights, (D) the approval of                any stockholders of the Company shall be
required in connection with any                reclassification of the Common Stock, any
consolidation or merger to which the                Company is a party, any sale or
transfer of all or substantially all of the                assets of the Company, or any
compulsory share exchange whereby the Common Stock                is converted into other
securities, cash or property, or (E) the Company shall                authorize the
voluntary or involuntary dissolution, liquidation or winding up of                the
affairs of the Company, then, in each case, the Company shall cause to be
               mailed to the Holder at its last address as it shall appear upon the
Warrant                Register of the Company, at least 20 calendar days prior to the
applicable                record or effective date hereinafter specified, a notice
stating (x) the date on                which a record is to be taken for the purpose of
such dividend, distribution,                redemption, rights or warrants, or if a
record is not to be taken, the date as                of which the holders of the Common
Stock of record to be entitled to such                dividend, distributions,
redemption, rights or warrants are to be determined or                (y) the date on
which such reclassification, consolidation, merger, sale,                transfer or
share exchange is expected to become effective or close, and the                date as
of which it is expected that holders of the Common Stock of record shall
               be entitled to exchange their shares of the Common Stock for securities,
cash or                other property deliverable upon such reclassification,
consolidation, merger,                sale, transfer or share exchange; provided that the
failure to mail such notice                or any defect therein or in the mailing
thereof shall not affect the validity of                the corporate action required to
be specified in such notice. The Holder is                entitled to exercise this
Warrant during the period commencing on the date of                such notice to the
effective date of the event triggering such notice.  







8







        Section
4.   Transfer of Warrant.  




		    a)       Transferability.
This Warrant and all rights hereunder (including,           without limitation, any
registration rights) are transferable, in whole or in           part, upon surrender of
this Warrant at the principal office of the Company or           its designated agent,
together with a written assignment of this Warrant           substantially in the form
attached hereto duly executed by the Holder or its           agent or attorney and funds
sufficient to pay any transfer taxes payable upon           the making of such transfer.
Upon such surrender and, if required, such payment,           the Company shall execute
and deliver a new Warrant or Warrants in the name of           the assignee or assignees,
as applicable, and in the denomination or           denominations specified in such
instrument of assignment, and shall issue to the           assignor a new Warrant
evidencing the portion of this Warrant not so assigned,           and this Warrant shall
promptly be cancelled. The Warrant, if properly assigned,           may be exercised by a
new holder for the purchase of Warrant Shares without           having a new Warrant
issued.  







		    b)       New
Warrants. This Warrant may be divided or combined with other Warrants           upon
presentation hereof at the aforesaid office of the Company, together with a
          written notice specifying the names and denominations in which new Warrants are
          to be issued, signed by the Holder or its agent or attorney. Subject to
          compliance with Section 4(a), as to any transfer which may be involved in such
          division or combination, the Company shall execute and deliver a new Warrant or
          Warrants in exchange for the Warrant or Warrants to be divided or combined in
          accordance with such notice. All Warrants issued on transfers or exchanges
shall           be dated the Original Issue Date and shall be identical with this Warrant
except           as to the number of Warrant Shares issuable pursuant thereto.  







		    c)       Warrant
Register. The Company shall register this Warrant, upon records           to be
maintained by the Company for that purpose (the “Warrant           Register”),
in the name of the record Holder hereof from time to time.           The Company may deem
and treat the registered Holder of this Warrant as the           absolute owner hereof
for the purpose of any exercise hereof or any distribution           to the Holder, and
for all other purposes, absent actual notice to the contrary.  







9







        Section
5.   Miscellaneous.  




		    a)       No
Rights as Stockholder Until Exercise. This Warrant does not entitle           the
Holder to any voting rights or other rights as a stockholder of the Company
          prior to the exercise hereof as set forth in Section 2(e)(i).  







		    b)       Loss,
Theft, Destruction or Mutilation of Warrant. The Company covenants           that
upon receipt by the Company of evidence reasonably satisfactory to it of           the
loss, theft, destruction or mutilation of this Warrant or any stock           certificate
relating to the Warrant Shares, and in case of loss, theft or           destruction, of
indemnity or security reasonably satisfactory to it (which, in           the case of the
Warrant, shall not include the posting of any bond), and upon           surrender and
cancellation of such Warrant or stock certificate, if mutilated,           the Company
will make and deliver a new Warrant or stock certificate of like           tenor and
dated as of such cancellation, in lieu of such Warrant or stock           certificate.  







		    c)       Saturdays,
Sundays, Holidays, etc. If the last or appointed day for the           taking of any
action or the expiration of any right required or granted herein           shall not be a
Business Day, then, such action may be taken or such right may be           exercised on
the next succeeding Business Day.  







		    d)       Authorized
Shares.  







	 	        The
Company covenants that, during the period the Warrant is outstanding, it will reserve
from its authorized and unissued Common Stock a sufficient number of shares to provide
for the issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant. The Company further covenants that its issuance of this Warrant shall
constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the Warrant Shares
upon the exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares may be
issued as provided herein without violation of any applicable law or regulation, or of
any requirements of the Trading Market upon which the Common Stock may be listed. The
Company covenants that all Warrant Shares which may be issued upon the exercise of the
purchase rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges created by the Company in
respect of the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).  







10







	 	        Except
and to the extent as waived or consented to by the Holder, the Company shall not by any
action, including, without limitation, amending its certificate of incorporation or
through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of Holder as set forth
in this Warrant against impairment. Without limiting the generality of the foregoing, the
Company will (i) not increase the par value of any Warrant Shares above the amount
payable therefor upon such exercise immediately prior to such increase in par value, (ii)
take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise
of this Warrant and (iii) use commercially reasonable efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof, as may be, necessary to enable the Company to perform its
obligations under this Warrant.  







	 	        Before
taking any action which would result in an adjustment in the number of Warrant Shares for
which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be necessary from
any public regulatory body or bodies having jurisdiction thereof.  







		    e)       Jurisdiction.
All questions concerning the construction, validity,           enforcement and
interpretation of this Warrant shall be determined in accordance           with the
provisions of the Purchase Agreement.  







		    f)       Restrictions.
The Holder acknowledges that the Warrant Shares acquired           upon the exercise of
this Warrant, if not registered, will have restrictions           upon resale imposed by
state and federal securities laws.  







		    g)       Nonwaiver
and Expenses. No course of dealing or any delay or failure to           exercise any
right hereunder on the part of Holder shall operate as a waiver of           such right
or otherwise prejudice Holder’s rights, powers or remedies,
          notwithstanding the fact that all rights hereunder terminate on the Termination
          Date. If the Company willfully and knowingly fails to comply with any provision
          of this Warrant, which results in any material damages to the Holder, the
          Company shall pay to Holder such amounts as shall be sufficient to cover any
          costs and expenses including, but not limited to, reasonable attorneys’          fees,
including those of appellate proceedings, incurred by Holder in collecting           any
amounts due pursuant hereto or in otherwise enforcing any of its rights,           powers
or remedies hereunder.  







		    h)       Notices.
Any notice, request or other document required or permitted to           be given or
delivered to the Holder by the Company shall be delivered in           accordance with
the notice provisions of the Purchase Agreement.  







		    i)       Limitation
of Liability. No provision hereof, in the absence of any           affirmative action
by Holder to exercise this Warrant to purchase Warrant           Shares, and no
enumeration herein of the rights or privileges of Holder, shall           give rise to
any liability of Holder for the purchase price of any Common Stock           or as a
stockholder of the Company, whether such liability is asserted by the           Company
or by creditors of the Company.  







11







		    j)       Remedies.
The Holder, in addition to being entitled to exercise all           rights granted by
law, including recovery of damages, will be entitled to           specific performance of
its rights under this Warrant. The Company agrees that           monetary damages would
not be adequate compensation for any loss incurred by           reason of a breach by it
of the provisions of this Warrant and hereby agrees to           waive and not to assert
the defense in any action for specific performance that           a remedy at law would
be adequate.  







		    k)       Successors
and Assigns. Subject to applicable securities laws, this           Warrant and the
rights and obligations evidenced hereby shall inure to the           benefit of and be
binding upon the successors of the Company and the successors           and permitted
assigns of Holder. The provisions of this Warrant are intended to           be for the
benefit of all Holders from time to time of this Warrant and shall be
          enforceable by the Holder or holder of Warrant Shares.  







		    l)       Amendment.
This Warrant may be modified or amended or the provisions           hereof waived with
the written consent of the Company and Holders holding           Warrants at least equal
to 67% of the Warrant Shares issuable upon exercise of           all then outstanding
Warrants.  







		    m)       Severability.
Wherever possible, each provision of this Warrant shall be           interpreted in such
manner as to be effective and valid under applicable law,           but if any provision
of this Warrant shall be prohibited by or invalid under           applicable law, such
provision shall be ineffective to the extent of such           prohibition or invalidity,
without invalidating the remainder of such provisions           or the remaining
provisions of this Warrant.  







		    n)       Headings.
The headings used in this Warrant are for the convenience of           reference only and
shall not, for any purpose, be deemed a part of this Warrant.  











(Signature Pages
Follow) 



12







        IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer
thereunto duly authorized as of the date first above indicated. 





			PLURISTEM THERAPEUTICS INC.



By:
——————————————

Name:
Title:







13







NOTICE OF EXERCISE 



	TO:  	PLURISTEM
THERAPEUTICS INC.






        (1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to
the terms of the attached Warrant (only if exercised in full), and tenders herewith
payment of the exercise price in full, together with all applicable transfer taxes, if
any.  




        (2) Payment
shall take the form of (check applicable box):  




	 	
o
  in lawful money of the United States; or 






	 	
o
  [if permitted] the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 2(c), to exercise this Warrant with
respect to the maximum number of Warrant Shares purchasable pursuant to the cashless
exercise procedure set forth in subsection 2(c). 






        (3)
Please issue a certificate or certificates representing said Warrant Shares in the name
of the undersigned or in such other name as is specified below:  




	 	
_______________________________ 







The Warrant Shares shall be delivered
to the following DWAC Account Number or by physical delivery of a certificate to: 



	 	
_______________________________ 





	 	
_______________________________ 





	 	
_______________________________ 






[SIGNATURE OF HOLDER]




Name of Investing Entity: _______________________________________________________________________  

Signature of Authorized Signatory of Investing Entity: _________________________________________________  

Name of Authorized Signatory: ___________________________________________________________________  

Title of Authorized Signatory: ____________________________________________________________________  

Date: ________________________________________________________________________________________  












ASSIGNMENT FORM 


(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)





        FOR
VALUE  RECEIVED,  [____] all of or  [_______]  shares of the  foregoing  Warrant  and all
rights evidenced thereby are hereby assigned to 



_______________________________________________ whose address is


_______________________________________________________________________________.



_______________________________________________________________________________



		
	 	Dated: ______________, _______





	 		
	 	Holder's Signature:	 _____________________________
	 	 
	 	Holder's Address:	 _____________________________
	 	 
	 	 	 _____________________________






Signature Guaranteed:  ___________________________________________





NOTE: The signature to this
Assignment Form must correspond with the name as it appears on the face of the Warrant,
without alteration or enlargement or any change whatsoever, and must be guaranteed by a
bank or trust company. Officers of corporations and those acting in a fiduciary or other
representative capacity should file proper evidence of authority to assign the foregoing
Warrant.