8-K












Exhibit 10.1  



SECURITIES PURCHASE
AGREEMENT 



        This
Securities Purchase Agreement (this “Agreement”) dated November 24, 2008,
by and between Pluristem Therapeutics Inc., a Nevada corporation (the
“Company”), and Merina Overseas Ltd., a British Virgin Islands company (the
“Purchaser”). 



        The
Company and the Purchaser agree as follows: 



ARTICLE 1 
PURCHASE AND SALE 




	1.1  	Closing.






		    (a)        Securities
Purchased. At the closings of the transactions contemplated           hereby (the
“Closings”), the Company will sell and the           Purchaser will
purchase the following securities of the Company for an aggregate           purchase
price of up to one million two hundred thousand dollars ($1,200,000)           (the “Purchase
Price”), as follows:  







		    (i)        One
million five hundred thousand (1,500,000) shares of Common Stock $0.00001           par
value at a price of $0.40 per share, or an aggregate purchase price of six
          hundred thousand dollars ($600,000) (the “Initial Shares”);  







		    (ii)        The
Purchaser has the option, to notify the Company (the “Second           Closing
Notice”) no later than ten (10) business days following the           release of
an official announcement by the Company that it is initiating its           first human
clinical trials, of Purchaser’s agreement to purchase an           additional eight
hundred thousand (800,000) shares of Common Stock $0.00001 par           value at a
purchase price of $0.75 per share, or an aggregate purchase price of           six
hundred thousand dollars ($600,000) (the “Additional Shares”);
and  







		    (iii)        Warrants
to purchase up to an additional one million five hundred thousand           (1,500,000)
shares of Common Stock with an exercise price of $1.00 per share,           which will be
issued to Purchaser at the Closing of the Initial Shares purchase           (the “First
Warrant”). In the event that Purchaser exercises           the option mentioned
in (ii) above, the Company will issue warrants to purchase           up to an additional
eight hundred thousand (800,000) shares of Common Stock with           an exercise price
of $1.50 per share (the “Second Warrant”). No           separate
consideration shall be paid for either the First Warrant or the Second           Warrant
(collectively, the “Warrants”). The Warrants are           five-year
warrants and shall be in the form previously provided to the           Purchaser. (The
Initial Shares and the Additional Shares are sometimes referred           to as the “Shares”,
the shares issuable upon exercise of the           Warrants are sometimes referred to as
the “Warrant Shares” and           all of the foregoing are sometimes
referred to as the           “Securities”.)  







		    (b)        Closing
Deliveries. (i) The Closing of the Initial Shares purchase shall
                    take place on November 26, 2008. At the Closing, the Purchaser shall
deliver to                     the Company immediately available funds equal to one half
(1/2) of the Purchase                     Price, and the Company shall deliver to the
Purchaser the Initial Shares and the                     First Warrant, effected by
delivering to the Purchaser a copy of the irrevocable                     instructions to
the Company’s transfer agent instructing the transfer agent                     to
deliver the Initial Shares via overnight courier share certificates or via
                    the Depository Trust Company Deposit Withdrawal Agent Commission
System, and                     delivery of the relevant Warrants (which may initially be
an electronic copy, to                     be followed immediately by the original
executed Warrants), in each case in the                     name of the Purchaser; and
(ii) The Closing of the Additional Shares purchase                     (the “Second
Closing”) shall take place on no less than ten                     (10) days
notice from the Company to the Purchaser following receipt by the
                    Company of the Second Closing Notice. At the Second Closing, the
Purchaser shall                     deliver to the Company immediately available funds
equal to one half (1/2) of                     the Purchase Price, and the Company shall
deliver to the Purchaser the                     Additional Shares and the Second
Warrant, effected by delivering to the                     Purchaser a copy of the
irrevocable instructions to the Company’s transfer                     agent
instructing the transfer agent to deliver the Initial Shares via overnight
                    courier share certificates or via the Depository Trust Company
Deposit                     Withdrawal Agent Commission System, and delivery of the
relevant Warrants (which                     may initially be an electronic copy, to be
followed immediately by the original                     executed Warrants), in each case
in the name of the Purchaser. The obligations                     of the Company and the
Purchaser to effect the Closings are unconditional.  








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ARTICLE 2 
REPRESENTATIONS AND
WARRANTIES 




	2.1  	Representations
and Warranties of the Company.  






		    (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 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 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
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.  







		    (e)        Material
Adverse Change. Since the date of the latest SEC Report, there
                    has been no material adverse change in the business or financial
condition of                     the Company.  







	     2.2  	Representations
and Warranties of the Purchaser.  The Purchaser hereby represents and warrants as
follows:






		    (a)        Organization;
Authority. The Purchaser is an entity duly organized,                     validly
existing and in good standing under the laws of the jurisdiction of its
                    organization with full right, corporate or partnership power and
authority to                     enter into and to consummate the transactions
contemplated by this Agreement and                     otherwise to carry out its
obligations hereunder and thereunder. The execution                     and delivery of
this Agreement and performance by the Purchaser of the                     transactions
contemplated by this Agreement have been duly authorized by all
                    necessary corporate or similar action on the part of the Purchaser.
This                     Agreement has been duly executed by the Purchaser, and is the
valid and legally                     binding obligation of the Purchaser, enforceable
against it in accordance with                     its terms.  









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		    (b)        Own
Account; Investment Intent. The Purchaser is acquiring the Securities
                    as principal for its own account for investment purposes only and not
and will                     not acquire the Shares, the Warrants or the Warrant Shares
with a view to or for                     distributing or reselling them in violation of
the Securities Act of 1933, as                     amended (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 Purchaser
                    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 Purchaser is
acquiring the Securities and                     each part thereof hereunder in the
ordinary course of its business.  







		    (c)        Regulation
S. The Purchaser makes the following representations related                     to
Regulation S under the Securities Act: (i) it is not a “U.S.
                    Person” as that term is defined in Rule 902 of Regulation S
under the                     Securities Act; and received all communications relating to
the issuance of the                     Shares, and executed all documents relating
thereto, outside the United States;                     and (ii) it agrees to resell the
Shares, the Warrants and the Warrant Shares                     only in accordance with
the provisions of Regulation S, or pursuant to another                     available
exemption from the registration requirements of the Securities Act,
                    and further agrees not to engage in hedging transactions with regard
to such                     securities unless in compliance with the Securities Act.  







		    (d)        Experience
of Such Purchaser. The Purchaser, 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
Purchaser 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.  







		    (e)        Opportunity
to Conduct Due Diligence. The Purchaser was granted the
                    opportunity to conduct due diligence prior to entering into the
transactions                     contemplated by this Agreement.  







ARTICLE 3 
OTHER AGREEMENTS OF THE
PARTIES 



    3.1        Publicity.
The parties agree that this 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 Agreement. The Purchaser agrees not to effect any purchase or
sale of the securities of the Company until after such filing is made.  



    3.2        Transfer
Restrictions.  



		    (a)        The
               Purchaser 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 Shares, Warrants or Warrant Shares
other than                pursuant to an effective registration statement or Rule 144, to
the Company or                to an Affiliate of a Purchaser 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 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.” 








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		    (b)        The
Purchaser agrees to the imprinting, so long as is required, of a legend on
               any of the 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.  






ARTICLE 4 
MISCELLANEOUS




    4.1        Fees
and Expenses. Each party shall pay the fees and expenses of its advisers, counsel,
accountants and other experts, if any, and all other expenses incurred by such party in
connection with this Agreement. Purchaser acknowledges that the Company shall pay a
transaction fee to finders equal to 6% of the actual Purchase Price and five-year
warrants at an exercise price of $1.0 per share to purchase such number of the Company’s
shares of Common Stock that equals 6% of the actual Purchase Price divided by $1.0.  



    4.2        Notices.
Any and all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective on the
earliest of: (a) the date of transmission, if such notice or communication is delivered
via facsimile at the facsimile number or by email to the email address set forth on the
signature page or (c) upon actual receipt by the party to whom such notice is required to
be given.  



    4.3        Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the
parties and their successors. This Agreement is not assignable by either party.  



    4.4        Governing
Law. All questions concerning the construction, validity, enforcement and
interpretation of this Agreement shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York. Each party agrees that all
legal proceedings concerning the interpretations, enforcement and defense of the
transactions contemplated by this Agreement (whether brought against a party hereto or
its respective affiliates, directors, officers, shareholders, employees or agents) shall
be commenced exclusively in the state and federal courts sitting in the City of New York.
Each party hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in the City of New York, borough of Manhattan for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein (including with respect to the enforcement of this Agreement).  




[Signature page immediately follows.] 




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        IN
WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be
duly executed by their respective authorized signatories as of the date first indicated
above. 






	PLURISTEM THERAPEUTICS INC.	MERINA OVERSEAS LTD.
	 	
	By: /s/ Yaky Yanay
Name: Yaky Yanay
Title: CFO 	By: /s/ Michael A. BARTH
Name: Michael A. BARTH
Title: Director 
	 	
	Office Address: Bld # 20  Matam
 	Office Address: Wickham's Cay, Road Town
 
	 	
	                             Haifa  31905  ISRAEL
 	                             Tortola, British Virgin Islands
 
	 	
	Fax No. +972-74-710-7173
 	Fax No. +1 284 494 49 80
 
	 	
	Email Address: yaky@pluristem.com
 	Email Address: BVI@arifa.com
 
	 	







Date: November 28, 2008







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