8-K










Exhibit 10.1  



PLURISTEM THERAPEUTICS
INC. 



Subscription Agreement 
for Common Stock and
Warrants 



Pluristem Therapeutics
Inc. 
MATAM Advanced Technology
Park # 20 Haifa 31905, Israel 



Ladies and Gentlemen: 



    1.        Subscription.
The undersigned (the “Investor”) hereby           agrees to purchase
units (“Units”) of the securities of           Pluristem Therapeutics,
Inc. (“Pluristem” or the           “Company”)
consisting of: (i) shares of Common Stock           (“Common Shares”)
and Warrants to purchase shares of Common           Stock at an exercise price of $1.90
per share (the “Warrants”)           for the aggregate dollar amount set
forth on the signature page hereto. The           purchase price per Unit is $1.16. The
Common Shares, the Warrants and the shares           of Common Stock issuable upon
exercise of the Warrants (“Warrant           Shares”) are referred to
herein as the “Securities.” 



THE INVESTOR UNDERSTANDS THAT AN
INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, AND THAT THE SECURITIES ARE
SUBJECT TO RESTRICTIONS ON TRANSFER AND RESALE. THERE CAN BE NO ASSURANCES THAT THE
INVESTOR WILL RECOVER ALL OR ANY PORTION OF THIS INVESTMENT. 



         2.       
          Execution and Acceptance of Subscription Agreement. Upon the execution
          hereof by the Investor and full payment of the purchase price for the Units,
          subject to acceptance by Pluristem, Pluristem will issue to the Investor the
          Units subscribed for by the Investor. The Company has the absolute right to
          accept or reject this subscription. 



         3.       
          Access to Information; Independent Investigation. The Investor hereby
          acknowledges that: 



		    a.        No
offering memorandum or similar disclosure document has been prepared in
          connection with the sale of the Units. The Investor has read this Subscription
          Agreement and is familiar with the terms of the Securities.  







		    b.        In
making the decision to purchase the Securities, the Investor and the           Investor’s
advisors have, prior to any sale to the Investor, been given           access and the
opportunity to examine all books and records of Pluristem, all           contracts and
documents relating to Pluristem, and all filings made by Pluristem           with the
U.S. Securities and Exchange Commission, and an opportunity to ask           questions
of, and to receive answers from, Pluristem and to obtain any           additional
information necessary to verify the accuracy of the information           provided to the
Investor. The Investor and the Investor’s advisors have           been furnished
with all materials relating to the business, finances and           operations of
Pluristem and materials relating to the offer and sale of the           Securities that
have been requested.  







		    c.        The
only representations and warranties being given to the Investor by Pluristem
          are as contained in this Subscription Agreement.  









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         4.       
          Investment Representations. 



		    a.        The
Investor understands that the Securities are being offered and sold in           reliance
upon certain exemptions from the registration provisions of the           Securities Act
of 1933, as amended (the “Securities Act”), and           non-public
offering exemptions of the securities acts of the states in which the           Shares
may be offered or sold. As a condition to purchasing the Units and           becoming an
investor in Pluristem, for the purposes (among others) of the           above-mentioned
exemptions and qualifications to the extent applicable, and           knowing that
Pluristem will rely upon the statements made herein for such           exemptions and in
determining the Investor’s suitability as an investor,           the Investor
represents and warrants as follows:  







		    b.        Risks
Associated with Investment in the Company. The Investor has been           advised
that the Investor must be prepared to bear the economic risk of an           investment
in Pluristem for an indefinite period because the Securities are not           registered
under the Securities Act. The Investor has read the various risk           factors
described under the heading “Risk Factors” in Part I, Item 1A,           in the
Company’s annual report on Form 10-K for the fiscal year ended June           30,
2008.  







		    c.        Experience
of Such Investor. The Investor, either alone or together with           its
representatives, has such knowledge, sophistication and experience in           business
and financial matters so as to be capable of evaluating the merits and           risks of
the prospective investment in the Securities, and has so evaluated the           merits
and risks of such investment. The Investor is able to bear the economic           risk of
an investment in the Securities (and each part thereof) and, at the           present
time, is able to afford a complete loss of such investment.  







		    d.        Purchase
for Own Account. The Investor represents that it is acquiring           the
Securities as principal for its own account for investment purposes only and
          not and will not acquire the Common Shares, the Warrants or the Warrant Shares
          with a view to or for distributing or reselling them in violation of the
          Securities Act or any applicable state securities law, has no present intention
          of distributing any of them in violation of the Securities Act or any
applicable           state securities law and has no direct or indirect arrangement or
understandings           with any other persons to distribute or regarding their
distribution of such           Securities. The Investor understands that the Securities
included therein are           “restricted securities” and have not been
registered under the           Securities Act or any applicable state securities laws.
The Investor is           acquiring the Securities and each part thereof hereunder in the
ordinary course           of its business.  







		    e.        Further
Representations. The Investor further represents and warrants           that:  







	 	(1) 	The
funds to be tendered as payment for the Units will not represent funds           borrowed
by the Investor; 






	 	(2) 	The
Investor agrees not to reproduce, copy or otherwise distribute or make any           use
of the information and confidential information of Pluristem (other than the
          Investor’s legal and tax advisors); 






	 	(3) 	The
Investor: 






	 	(A) 	If
not an individual, was not formed for the specific purpose of acquiring the
               Units.  






	 	(B) 	If
not an individual, is duly organized, validly existing and in good standing
               under the laws of its state of organization.  






	 	(C) 	Has
full power to execute, deliver and perform this Subscription Agreement;  






	 	(4) 	The
execution, delivery and performance of this Subscription Agreement by the
          Investor, and the consummation by the Investor of the transaction contemplated
          hereby, have been duly authorized by all necessary corporate or other action.
          This Subscription Agreement has been duly executed and delivered by the
Investor           and constitutes a valid and binding obligation of the Investor,
enforceable in           accordance with its terms; 






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	 	(5) 	If
the Investor is not an individual, the execution of and performance of the
          transactions contemplated by this Subscription Agreement and compliance with
          their provisions by the Investor will not violate any provision of law and will
          not conflict with or result in any breach of any of the terms, conditions, or
          provisions of, or constitute a default under, or require a consent or waiver
          under, its organizational documents (each as amended to date and presently in
          effect) or any indenture, lease, agreement, or other instrument to which the
          Investor is a party or by which it or any of its properties is bound, or any
          decree, judgment, order, statute, rule or regulation applicable to the
Investor;           and 






	 	(6) 	No
consent, approval, order, or authorization of, or registration,           qualification,
designation, declaration, or filing with, any governmental           authority is
required on the part of the Investor in connection with the           execution and
delivery of this Subscription Agreement, or the offer, sale, and           delivery of
the Units, as contemplated by this Subscription Agreement. 






         6.       
          Securities Law Matters. 



         a.       
          Publicity. The parties agree that this Subscription Agreement and the
          transactions contemplated hereby will remain confidential until the Company
          files a Form 8-K with the Securities and Exchange Commission disclosing this
          Subscription Agreement. The Investor agrees not to effect any purchase or sale
          of the securities of the Company until after such filing is made. 



     b.        Transfer
Restrictions.  



	 	(1)        
The
Investor hereby acknowledges that the Securities and any part hereof may           only
be disposed of in compliance with state and federal securities laws. In
          connection with any transfer of Common Shares, Warrants or Warrant Shares other
          than pursuant to an effective registration statement or Rule 144, to the
Company           or to an Affiliate of an Investor or in connection with a pledge, the
Company           may require the transferor thereof to provide to the Company an opinion
of           counsel selected by the transferor and reasonably acceptable to the Company,
the           form and substance of such opinion shall be reasonably satisfactory to the
          Company, to the effect that such transfer does not require registration of such
          transferred Common Shares, Warrants or Warrant Shares under the Securities Act.
          Unless the transfer of the Warrants has been registered, no Warrants may be
          transferred to any person that is not an “accredited investor.” 






	 	(2)        
The
Investor agrees to the imprinting, so long as is required, of a legend on           any
of the Common Shares, Warrants and Warrant Shares in the following form:  






	 	
[THESE
SHARES] [THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT] HAVE NOT
BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION
OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.  






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         7.       
          Representations of Pluristem. Pluristem hereby represents and warrants to
          the Investor as follows. 



        (a)       Organization
and Qualification. The Company is a corporation duly           incorporated, validly
existing and in good standing under the laws of the State           of Nevada, with the
requisite power and authority to own and use its properties           and assets and to
carry on its business as currently conducted.  




        (b)       Authorization;
Enforcement. The Company has the requisite corporate power           and authority to
enter into and to consummate the transactions contemplated           hereby. The
execution and delivery of this Subscription Agreement by the Company           and the
consummation by it of the transactions contemplated hereby, including           the
issuance of the Securities, has been duly authorized by all necessary action           on
the part of the Company. This Subscription Agreement is the valid and binding
          obligation of the Company enforceable against the Company in accordance with
its           terms.  




        (c)       Issuance
of the Securities; Registration. The Securities are duly           authorized and,
when issued and paid for in accordance with this Subscription           Agreement, will
be duly and validly issued, fully paid and nonassessable. The           Warrant Shares,
when issued in accordance with the terms of the Warrants, will           be validly
issued, fully paid and nonassessable.  




        (d)       SEC
Reports. The Company has timely filed all reports, schedules, forms,
          statements and other documents required to be filed by the Company under the
          Securities Exchange Act of 1934 (the “Exchange Act”) for at
          least the one (1) year preceding the date hereof (or such shorter period as the
          Company was required to do so) (the “SEC Reports”). As of
their           respective dates, the SEC Reports complied in all material respects with
the           requirements of the Exchange Act, as applicable, and none of the SEC
Reports,           when filed, contained any untrue statement of a material fact or
omitted to           state a material fact required to be stated therein or necessary in
order to           make the statements therein, in light of the circumstances under which
they were           made, not misleading.  




         8.       
          Expenses. The Investor and Company shall each bear their own expenses
          incurred in connection with the negotiation and execution of this Subscription
          Agreement and the transactions contemplated hereby. The Investor acknowledges
          that the Company may be required to pay a transaction fee to finders. 



         9.       
          Miscellaneous. 



		    a.        Notices.
When any notice is required or authorized hereunder, such notice           shall be given
in writing and by personal delivery, fax or email addressed to           the party for
which it is intended – if to the Investor, to the address,           fax number or
email address of the Investor set forth below, as it may be           subsequently
changed on the Company’s books by notice from the Investor;           and if to the
Company, to its fax or email address as listed on its web site (or           if none
exists, to the fax or email address set forth below), attention: Chief
          Executive Officer. A notice shall be deemed given on the date it is personally
          delivered or the date on which it is properly addressed and sent by fax or
          email.  







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		    b.        Successors
and Assigns. This Subscription Agreement shall be binding upon           the heirs,
executors, administrators, successors, and assignees of the Investor.  







		    c.        Choice
of Law. This Subscription Agreement shall be governed by, and           construed in
accordance with, the internal laws of New York and, to the extent           it involves
any United States statute or regulations, in accordance therewith.  







		    d.        Consent
to Jurisdiction. The Investor hereby consents and submits to the           exclusive
jurisdiction of the state and federal courts in City of New York,           borough of
Manhattan, with respect to all disputes arising in connection with           this
Subscription Agreement and consents that service of all papers in any
          proceeding hereunder may be made by certified or registered first class mail,
          return receipt requested.  







		    e.        Survival
of Representations. The Investor agrees that all of the           warranties,
representations acknowledgments, confirmations, covenants and           promises made in
this Subscription Agreement shall survive its execution and           delivery.  







		    f.        Changes
in Representations. The Investor agrees to notify the Company           immediately
of any change in the representations, warranties or information           pertaining to
the Investor contained herein.  







		    g.        Counterparts.
This Subscription Agreement may be executed in any number           of counterparts each
of which shall be deemed an original and which, taken           together, shall form one
and the same agreement. Execution and delivery of this           Subscription Agreement
may be evidenced by faxed signatures.  







		    h.        Integration.
This Subscription Agreement is the complete and exclusive           agreement between the
parties with regard to the subject matter hereof and           supersedes any and all
prior discussions, negotiations and memoranda related           hereto.  







[Signature page
follows.] 




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Subscription Agreement 
Pluristem Therapeutics
Inc. 
Signature Page and
Questionnaire  



By initialing the appropriate space
below, the Investor hereby represents that the Investor:  




		
		
		
		
		
	_________________	is a corporation, a business trust, or a partnership, not formed for the specific purpose of
	(initials)	acquiring the Shares, with total assets in excess of $5,000,000.
	 
	_________________	is a natural person whose individual net worth, or joint net worth with his or her spouse,
	(initials)	exceeds $ 1,000,000.
	 
	_________________	is a natural person who had an individual income in excess of $200,000 in each of the two
	(initials)	most recent years, or joint income with his or her spouse in excess of $300,000 in each of
	 	those years, and has a reasonable expectation of reaching the same income level in the
	 	current year.
	 
	_________________	is a trust with total assets in excess of $5,000,000, and was not formed for the specific
	(initials)	purpose of acquiring the Shares.
	 
	_________________  	is an entity in which all of the equity owners fall within one of the categories set forth
	(initials)	above.
		










		
		
		
		
		
	________________________________________________________     
Dollar Amount of Units Being Purchased @ $1.16/Unit) is	________________________________________________________
Signature of the Investor
	$XXX. Each Unit purchased shall consist of one share of
	Common Stock and a Warrant, exercisable 181 days from the
	date hereof and that has a term of exercise equal to 5
	years from the date it is first exercisable, to purchase
	1 share of  Common Stock at an exercise price of $1.90
	per share.





		
		
		
		
		
	Social Security No.: _________________	________________________________________________________
	 	Print Name of the Investor and Title, if appropriate
	Email address: _________________
	  
	Fax number: _________________	Address of the Investor:
	  	______________________________________________________
	 	Date:
		______________________________________________________
	 	______________________________________________________






ACCEPTED AND AGREED: 



PLURISTEM THERAPEUTICS,
INC. 



	 By:  	________________________
Zami
Aberman, CEO 






Date: 



Email address: 



Fax number: 





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