8-K















Exhibit 4.1  



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. 



PLURISTEM THERAPEUTICS
INC. 



COMMON STOCK PURCHASE
WARRANT 




		
		
		
		
		
	Warrant No.: 20081124A	Original Issue Date: November 24, 2008
	Initial Holder: Merina Overseas Ltd..	No. of Shares Subject to Warrant: 1,500,000
	 	Exercise Price Per Share: $1.0
	 	Expiration Time: 10 a.m., New York time, on November 23, 2013
	 	(subject to acceleration as provided herein)









        Pluristem
Therapeutics Inc., a Nevada corporation (the “Company”), hereby certifies that,
for value received, the Initial Holder shown above, or its permitted registered assigns
(the “Holder”), is entitled to purchase from the Company up to the number of
shares of its common stock shown above (the “Common Stock”) (each such share, a
“Warrant Share” and all such shares, the “Warrant Shares”) at the
exercise price shown above (as may be adjusted from time to time as provided herein, the
“Exercise Price”), at any time and from time to time on or after the Original
Issue Date shown above and through and including the Expiration Time shown above (the
“Expiration Time”), and subject to the following terms and conditions: 



        This
Warrant is being issued pursuant to a Securities Purchase Agreement, dated November 24,
2008 (the “Subscription Agreement”), by and between the Company and the Initial
Holder.  



         1.         Definitions. In addition to the terms defined elsewhere in this Warrant,
          capitalized terms that are not otherwise defined herein have the meanings given
          to such terms in the Subscription Agreement. 



    2.         List of Warrant Holders.  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 (which shall include the Initial Holder
or, as the case may be, any registered assignee to which this Warrant is permissibly
assigned hereunder 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. 





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         3.       List of
          Transfers; Restrictions on Transfer. The Company shall register any transfer
          of all or any portion of this Warrant in the Warrant Register, upon surrender of
          this Warrant, with the Form of Assignment attached hereto duly completed and
          signed, to the Company at its address specified herein. Upon any such
          registration or transfer, a new Warrant to purchase Common Stock, in
          substantially the form of this Warrant (any such new Warrant, a “New
          Warrant”), evidencing the portion of this Warrant so transferred shall be
          issued to the transferee and a New Warrant evidencing the remaining portion of
          this Warrant not so transferred, if any, shall be issued to the transferring
          Holder. The acceptance of the New Warrant by the transferee thereof shall be
          deemed the acceptance by such transferee of all of the rights and obligations in
          respect of the New Warrant that the Holder has in respect of this Warrant. 



         4.       Exercise
          and Duration of Warrant. 



		    (a)       All  or
any part of this Warrant           shall be exercisable by the registered Holder in any
manner permitted by           Section 10 of this Warrant at any time and from time
to time on or after           the Original Exercisability Date and through and including
the Expiration Time.           Subject to Section 11 hereof, at the Expiration Time, the
portion of this           Warrant not exercised prior thereto shall be and become void
and of no value and           this Warrant shall be terminated and shall no longer be
outstanding.  







		    (b)        Holder
may exercise this Warrant by delivering to the Company (i) an exercise notice, in the
form attached hereto (the “Exercise Notice”), completed and duly signed, and
(ii) if such Holder is not utilizing the cashless exercise provisions set forth in this
Warrant, payment of the Exercise Price for the number of Warrant Shares as to which this
Warrant is being exercised.  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.  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.  







         5.       Delivery
          of Warrant Shares. 



		    (a)        Upon
exercise of this           Warrant, the Company shall promptly (but in no event later
than three (3)           Trading Days after the Exercise Date) issue or cause to be
issued and cause to           be delivered to or upon the written order of the Holder and
in such name or           names as the Holder may designate, a certificate for the
Warrant Shares issuable           upon such exercise, free of restrictive legends. “Trading
Day” shall           mean a date on which the Company’s Common Stock trades on
its principal           trading market. The Holder, or any Person permissibly so
designated by the           Holder to receive Warrant Shares, shall be deemed to have
become the holder of           record of such Warrant Shares as of the Exercise Date.  The
Company shall,           upon the written request of the Holder, use its best efforts to
deliver, or           cause to be delivered, Warrant Shares hereunder electronically
through the           Depository Trust and Clearing Corporation or another established
clearing           corporation performing similar functions, if available; provided,
that,          the Company may, but will not be required to, change its transfer
agent if its           current transfer agent cannot deliver Warrant Shares
electronically through the           Depository Trust and Clearing Corporation.  If
as of the time of exercise           the Warrant Shares constitute restricted or control
securities, the Holder, by           exercising, agrees not to resell them except in
compliance with all applicable           securities laws.  







		    (b)        To the
extent permitted           by law, the Company’s obligations to issue and deliver
Warrant Shares in           accordance with the terms hereof are absolute and
unconditional, irrespective of           any action or inaction by the Holder to enforce
the same, any waiver or consent           with respect to any provision hereof, the
recovery of any judgment against any           Person or any action to enforce the same,
or any setoff, counterclaim,           recoupment, limitation or termination, or any
breach or alleged breach by the           Holder or any other Person of any obligation to
the Company or any violation or           alleged violation of law by the Holder or any
other Person, and irrespective of           any other circumstance that might otherwise
limit such obligation of the Company           to the Holder in connection with the
issuance of Warrant Shares. 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.  








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         6.       Charges,
          Taxes and Expenses. Issuance and delivery of certificates for shares of
          Common Stock upon exercise of this Warrant shall be made without charge to the
          Holder for any issue or transfer tax, withholding tax, transfer agent fee or
          other incidental tax or expense in respect of the issuance of such certificates,
          all of which taxes and expenses shall be paid by the Company; provided,
          however, that the Company shall not be required to pay any tax that may be
          payable in respect of any transfer involved in the registration of any
          certificates for Warrant Shares or the Warrants in a name other than that of the
          Holder. The Holder shall be responsible for all other tax liability that may
          arise as a result of holding or transferring this Warrant or receiving Warrant
          Shares upon exercise hereof. 



         7.       
          Replacement of Warrant.  If this Warrant is mutilated, lost, stolen
          or destroyed, the Company shall issue or cause to be issued in exchange and
          substitution for and upon cancellation hereof, or in lieu of and substitution
          for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
          satisfactory to the Company of such loss, theft or destruction and customary and
          reasonable indemnity, if requested. Applicants for a New Warrant under such
          circumstances shall also comply with such other reasonable regulations and
          procedures and pay such other reasonable third-party costs as the Company may
          prescribe. If a New Warrant is requested as a result of a mutilation of this
          Warrant, then the Holder shall deliver such mutilated Warrant to the Company as
          a condition precedent to the Company’s obligation to issue the New Warrant. 



         8.       
          Reservation of Warrant Shares. The Company covenants that it will at all
          times reserve and keep available out of the aggregate of its authorized but
          unissued and otherwise unreserved Common Stock, solely for the purpose of
          enabling it to issue Warrant Shares upon exercise of this Warrant as herein
          provided, the number of Warrant Shares that are then issuable and deliverable
          upon the exercise of this entire Warrant, free from preemptive rights or any
          other contingent purchase rights of persons other than the Holder (taking into
          account the adjustments and restrictions of Section 9). The Company covenants
          that all Warrant Shares so issuable and deliverable shall, upon issuance and the
          payment of the applicable Exercise Price in accordance with the terms hereof, be
          duly and validly authorized, issued and fully paid and nonassessable. 



         9.       Certain
          Adjustments; Termination Under Certain Circumstances. The Exercise Price and
          number of Warrant Shares issuable upon exercise of this Warrant are subject to
          adjustment from time to time as set forth in this Section 9. 



		    (a)        Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding,
(i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares, then in each such
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.  








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		    (b)        Pro
Rata           Distributions.  If the Company, at any time while this Warrant is
          outstanding, distributes to all holders of Common Stock for no consideration
(i)           evidences of its indebtedness, (ii) any security (other than a distribution
of           Common Stock covered by the preceding paragraph), (iii) rights or warrants
to           subscribe for or purchase any security, or (iv) any other asset besides cash
(in           each case, “Distributed Property”), then either upon any exercise
of           this Warrant that occurs after the record date fixed for determination of
          stockholders entitled to receive such distribution or, at the option of the
          Company, concurrently with such distribution, the Holder shall be entitled to
          receive, in addition to the Warrant Shares otherwise issuable upon such
exercise           (if applicable), the Distributed Property that such Holder would have
been           entitled to receive in respect of such number of Warrant Shares had the
Holder           been the record holder of such Warrant Shares immediately prior to such
record           date.  







		    (c)        Fundamental
Transactions. As used herein, “Fundamental Transaction” means at any time
while this Warrant is outstanding  (i) the Company effects any merger of the Company
with another Person, in which the shareholders of the Company immediately prior to the
transaction own immediately after the transaction less than a majority of the outstanding
stock of the successor entity, or its parent if applicable, (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 approved or authorized by the
Company’s Board of Directors is completed pursuant to which holders of at least a
majority of the outstanding Common Stock 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. In the
event of a Fundamental Transaction pursuant to which the securities, cash or property
issuable with respect to the outstanding Common Stock consist solely of cash and/or
securities traded on a national securities exchange or an established over-the-counter
market (the “Alternate Consideration”), this Warrant shall expire immediately
prior to the closing of the Fundamental Transaction. The Company shall not effect any
such Fundamental Transaction unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Holder, such Alternate Consideration as, in accordance
with the foregoing provisions, the Holder shall be entitled to receive upon proper
exercise of this Warrant prior to such closing. In the event of a Fundamental Transaction
in which the consideration does not entirely consist of the Alternate Consideration, the
Company (or the successor entity) shall purchase this Warrant from the Holder by paying
to the Holder, within ten (10) Business Days after the closing of such Fundamental
Transaction cash in an amount equal to the Black Scholes Value (as reasonably determined
by the Board of Directors of the Company or the Company’s financial advisor in the
Fundamental Transaction) of the remaining unexercised portion of this Warrant on the date
of such Fundamental Transaction determined as of the day immediately following the public
announcement of the applicable Fundamental Transaction.  







		    (d)       Number
of Warrant           Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to           paragraph (a) of this Section 9, the number of Warrant Shares that
may be           purchased upon exercise of this Warrant shall be increased or decreased
          proportionately, so that after such adjustment the aggregate Exercise Price
          payable hereunder for the adjusted number of Warrant Shares shall be the same
as           the aggregate Exercise Price in effect immediately prior to such adjustment.  







		    (e)       Calculations.
All           calculations under this Section 9 shall be made to the nearest cent or the
          nearest 1/100th  of a share, as applicable. The number of shares of Common
          Stock outstanding at any given time shall not include shares owned or held by
or           for the account of the Company, and the disposition of any such shares shall
be           considered an issue or sale of Common Stock.  








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		    (f)       Notice
of           Adjustments. Upon the occurrence of each adjustment pursuant to this
Section           9, the Company at its expense will, at the written request of the
Holder,           promptly compute such adjustment in accordance with the terms of this
Warrant           and prepare a certificate setting forth such adjustment, in good faith,
          including a statement of the adjusted Exercise Price and adjusted number or
type           of Warrant Shares or other securities issuable upon exercise of this
Warrant (as           applicable), describing the transactions giving rise to such
adjustments and           showing in detail the facts upon which such adjustment is
based. Upon written           request, the Company will promptly deliver a copy of each
such certificate to           the Holder and to the Company’s transfer agent for the
Common Stock.  







		    (g)       Notice
of Corporate           Events. If, while this Warrant is outstanding, the Company (i)
declares a           dividend or any other distribution of cash, securities or other
property in           respect of its Common Stock, including without limitation any
granting of rights           or warrants to subscribe for or purchase any capital stock
of the Company or any           Subsidiary, (ii) authorizes or approves, enters into any
agreement contemplating           or solicits stockholder approval for any Fundamental
Transaction or (iii)           authorizes the voluntary dissolution, liquidation or
winding up of the affairs           of the Company, then, except if such notice and the
contents thereof shall be           deemed to constitute material non-public information,
the Company shall deliver           to the Holder a notice describing the material terms
and conditions of such           transaction at least ten (10) Trading Days prior to the
applicable record or           effective date on which a Person would need to hold Common
Stock in order to           participate in or vote with respect to such transaction, and
the Company will           take all reasonable steps to give Holder the practical
opportunity to exercise           this Warrant prior to such time; provided, however, that
the failure to           deliver such notice or any defect therein shall not affect the
validity of the           corporate action required to be described in such notice.  







         10.       Payment of Exercise
          Price. The Holder may pay the Exercise Price in one of the following
          manners: 



		    (a)       Cash
Exercise. If           an Exercise Notice is delivered at a time when a registration
statement covering           the resale of the Warrant Shares is effective, then the
Holder shall deliver           immediately available funds; or  







		    (b)       Cashless
Exercise.           If an Exercise Notice is delivered at a time when a registration
statement           covering the resale of the Warrant Shares is not effective, then the
Holder           shall notify the Company in an Exercise Notice of its election to
utilize           cashless exercise, in which event the Company shall issue to the Holder
the           number of Warrant Shares determined as follows:  







	 		
	 		
	 		
	 		
	 		
	 	 	X = Y [(A-B)/A]
	 	where:	 
	 	 	X = the number of Warrant Shares to be issued to the Holder.
	 	 	Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
	 	 	A = the closing price on the Trading Day immediately prior to the Exercise Date.
	 	 	B = the Exercise Price then in effect.








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    11.        Limitations on Exercise.
(a)     Notwithstanding anything to the contrary contained
herein, the number of Warrant Shares that may be acquired by the Holder upon any exercise
of this Warrant (or otherwise in respect hereof) shall be limited to the extent necessary
to ensure that, following such exercise (or other issuance), the total number of shares of
Common Stock then beneficially owned by the Holder and its Affiliates and any other
Persons whose beneficial ownership of Common Stock would be aggregated with the
Holder’s for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the
“Exchange Act”), does not exceed 4.999% of the total number of issued and
outstanding shares of Common Stock (including for such purpose the shares of Common Stock
issuable upon such exercise). For such purposes, beneficial ownership shall be determined
in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. Each delivery of an Exercise Notice by the Holder will constitute
a representation by the Holder that it has evaluated the limitation set forth in this
Section and determined that issuance of the full number of Warrant Shares requested in
such Exercise Notice is permitted under this Section.  The Company’s obligation
to issue shares of Common Stock in excess of the limitation referred to in this Section
shall be suspended (and, except as provided below, shall not terminate or expire
notwithstanding any contrary provisions hereof) until such time, if any, as such shares of
Common Stock may be issued in compliance with such limitation; provided, that, if,
as of the Expiration Time, the Company has not received written notice that the shares of
Common Stock may be issued in compliance with such limitation, the Company’s
obligation to issue such shares shall terminate.  This provision shall not restrict
the number of shares of Common Stock which a Holder may receive or beneficially own in
order to determine the amount of securities or other consideration that such Holder may
receive in the event of a Fundamental Transaction as contemplated in Section 9 of this
Warrant.  By written notice to the Company, the Holder may waive the provisions of
this Section but any such waiver will not be effective until the sixty-first
(61st) day after such notice is delivered to the Company, nor will any
such waiver affect any other Holder. 




		    (b)        Notwithstanding
 anything to the contrary contained herein, the number of Warrant Shares that may be
acquired by the Holder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to ensure that, following such exercise (or
other issuance), the total number of shares of Common Stock then beneficially owned by
such Holder and its Affiliates and any other Persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Exchange Act, does not exceed 9.999% of the total number of issued and outstanding shares
of Common Stock (including for such purpose the shares of Common Stock issuable upon such
exercise). For such purposes, beneficial ownership shall be determined in accordance with
Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Each delivery of an Exercise Notice hereunder will constitute a representation by the
Holder that it has evaluated the limitation set forth in this Section and determined that
issuance of the full number of Warrant Shares requested in such Exercise Notice is
permitted under this Section.  The Company’s obligation to issue shares of
Common Stock in excess of the limitation referred to in this Section shall be suspended
(and, except as provided below, shall not terminate or expire notwithstanding any
contrary provisions hereof) until such time, if any, as such shares of Common Stock may
be issued in compliance with such limitation; provided , that, if, as of the Expiration
Time, the Company has not received written notice that the shares of Common Stock may be
issued in compliance with such limitation, the Company’s obligation to issue such
shares shall terminate.  This provision shall not restrict the number of shares of
Common Stock which a Holder may receive or beneficially own in order to determine the
amount of securities or other consideration that such Holder may receive in the event of
a Fundamental Transaction as contemplated in Section 9 of this Warrant.  This
restriction may not be waived.  







         12.        No Fractional
          Shares. No fractional Warrant Shares will be issued in connection with any
          exercise of this Warrant. In lieu of any fractional shares that would otherwise
          be issuable, the Company shall pay cash equal to the product of such fraction
          multiplied by the closing price of one Warrant Share as reported by the
          applicable Trading Market on the Exercise Date. 



         13.        Notices. Any and
          all notices or other communications or deliveries hereunder (including, without
          limitation, any Exercise Notice) shall be in writing and shall be deemed given
          and effective on the earliest of (i) the date of transmission, if such notice or
          communication is delivered via facsimile at the facsimile number specified in
          this Section at or prior to 10:00 a.m. (New York City time) on a Trading Day,
          (ii) the next Trading Day after the date of transmission, if such notice or
          communication is delivered via fax at the fax number specified in this Section
          on a day that is not a Trading Day or later than 10:00 a.m. (New York City time)
          on any Trading Day, (iii) the Trading Day following the date of mailing, if sent
          by nationally recognized overnight courier service, or (iv) upon actual receipt
          by the party to whom such notice is required to be given. The addresses for such
          notices or communications shall be:  if to the Company, to Pluristem
          Therapeutics Inc., MATAM Advanced Technology Park, Building No. 20, Haifa,
          Israel, Attention: Chief Executive Officer, (Fax No.: +972-74-7107173) (or such
          other address as the Company shall indicate in writing in accordance with this
          Section) or (ii) if to the Holder, to the address or facsimile number appearing
          on the Warrant Register (or such other address as the Holder shall indicate in
          writing in accordance with this Section). 





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         14.        Warrant Agent. The
          Company shall serve as warrant agent under this Warrant. Upon thirty (30)
          days’ notice to the Holder, the Company may appoint a new warrant agent.
          Any corporation into which the Company or any new warrant agent may be merged or
          any corporation resulting from any consolidation to which the Company or any new
          warrant agent shall be a party or any corporation to which the Company or any
          new warrant agent transfers substantially all of its corporate trust or
          shareholders services business shall be a successor warrant agent under this
          Warrant without any further act. Any such successor warrant agent shall promptly
          cause notice of its succession as warrant agent to be mailed (by first class
          mail, postage prepaid) to the Holder at the Holder’s last address as shown
          on the Warrant Register. 



         15.        Miscellaneous. 



		    (a)        This
Warrant shall be           binding on and inure to the benefit of the parties hereto and
their respective           successors and assigns. Subject to the preceding sentence,
nothing in this           Warrant shall be construed to give to any Person other than the
Company and the           Holder any legal or equitable right, remedy or cause of action
under this           Warrant. This Warrant may be amended only in writing signed by the
Company and           the Holder, or their successors and assigns.  







		    (b)        All
questions concerning           the construction, validity, enforcement and interpretation
of this Warrant shall           be governed by and construed and enforced in accordance
with the internal laws           of the State of New York, without regard to the
principles of conflicts of law           thereof. Each party agrees that all legal
proceedings concerning the           interpretations, enforcement and defense of this
Warrant and the transactions           herein contemplated (“Proceedings”)
(whether brought against a party           hereto or its respective Affiliates, employees
or agents) shall be commenced           exclusively in the New York Courts. Each party
hereto hereby irrevocably submits           to the exclusive jurisdiction of the New York
Courts for the adjudication of any           dispute hereunder or in connection herewith
or with any transaction contemplated           hereby or discussed herein, and hereby
irrevocably waives, and agrees not to           assert in any Proceeding, any claim that
it is not personally subject to the           jurisdiction of any New York Court, or that
such Proceeding has been commenced           in an improper or inconvenient forum. Each
party hereto hereby irrevocably           waives personal service of process and consents
to process being served in any           such Proceeding by mailing a copy thereof via
registered or certified mail or           overnight delivery (with evidence of delivery)
to such party at the address in           effect for notices to it under this Warrant and
agrees that such service shall           constitute good and sufficient service of
process and notice thereof. Nothing           contained herein shall be deemed to limit
in any way any right to serve process           in any manner permitted by law. Each
party hereto hereby irrevocably waives, to           the fullest extent permitted by
applicable law, any and all right to trial by           jury in any legal proceeding
arising out of or relating to this Warrant or the           transactions contemplated
hereby. If either party shall commence a Proceeding to           enforce any provisions
of this Warrant, then the prevailing party in such           Proceeding shall be
reimbursed by the other party for its attorney’s fees           and other costs and
expenses incurred with the investigation, preparation and           prosecution of such
Proceeding.  







		    (c)        The
headings herein are           for convenience only, do not constitute a part of this
Warrant and shall not be           deemed to limit or affect any of the provisions
hereof.  








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		    (d)        In
case any one or more           of the provisions of this Warrant shall be invalid or
unenforceable in any           respect, the validity and enforceability of the remaining
terms and provisions           of this Warrant shall not in any way be affected or
impaired thereby and the           parties will attempt in good faith to agree upon a
valid and enforceable           provision which shall be a commercially reasonable
substitute therefore, and           upon so agreeing, shall incorporate such substitute
provision in this Warrant.  







		    (e)        Prior
to exercise of this           Warrant, the Holder hereof shall not, by reason of by being
a Holder, be           entitled to any rights of a stockholder with respect to the
Warrant Shares.  









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




			PLURISTEM THERAPEUTICS INC.



By: /s/ Yaky Yanay
——————————————

Yaky Yanay
Chief Financial Officer










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PLURISTEM THERAPEUTICS
INC. 



EXERCISE NOTICE 



WARRANT ORIGINALLY ISSUED November 24, 2008 



WARRANT NO. _________ 



Ladies and Gentlemen: 



(1)     The
 undersigned   hereby  elects  to  exercise  the   above-referenced   Warrant  with
 respect  to                 shares of Common Stock.   Capitalized  terms used herein and
not otherwise  defined herein have the                 respective meanings set forth in
the Warrant.  





(2)     The
Holder intends that payment of the Exercise Price shall be made as (check one):  






	 	o	Cash Exercise under Section 10(a)






	 	o	Cashless Exercise under Section 10(b)











(3)     If the
Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________  to the Company in accordance with the terms of the Warrant.  




(4)     Pursuant
to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant
Shares determined in accordance with the terms of the Warrant.  




(5)     By its
delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not beneficially
own in excess of the number of shares of Common Stock (as determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned under Section
11 of this Warrant to which this notice relates.  








	Dated:________________________________________	HOLDER:
	 	
	 	_____________________________________________
Print name   Ÿ
	 	
	 	By:     ________________________________________
	 	
	 	Title:  ________________________________________









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PLURISTEM THERAPEUTICS
INC. 



WARRANT ORIGINALLY
ISSUED NOVEMBER 24, 2008 



WARRANT NO. _________ 



FORM OF ASSIGNMENT
To
be completed and signed only upon transfer of Warrant  




FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _________________ the right represented by the
within Warrant to purchase _________________ shares of Common Stock to which the within
Warrant relates and appoints __________________ attorney to transfer said right on the
books of the Company with full power of substitution in the premises. 









	Dated:________________________________________	TRANSFEROR:
	 	
	 	_____________________________________________
Print name   Ÿ
	 	
	 	By:     ________________________________________
	 	
	 	Title:  ________________________________________
	 	
	 	
	 	TRANSFEROR:
	 	
	 	____________________________________________
Print name  Ÿ
	 	
	 	By:     ________________________________________
	 	
	 	Title:  ________________________________________
	 	
	WITNESS:	Address of Transferee:
	 	
	____________________________________________
Print name   Ÿ	____________________________________________
		____________________________________________
















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