0001085037-05-000198 Sample Contracts

PLURISTEM LIFE SYSTEMS INC. INVESTORS' RIGHTS AGREEMENT INVESTORS' RIGHTS AGREEMENT
Investors' Rights Agreement • February 15th, 2005 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances)

THIS INVESTORS' RIGHTS AGREEMENT (the "Agreement") is made as of the 25th day of October, 2004, by and among Pluristem Life Systems Inc., a Nevada corporation (the "Company") and the investors listed on Schedule A hereto, each of which is herein referred to as an "Investor" with respect to the shares of Common Stock held by it and collectively the "Investors").

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Contract
Private Placement Subscription Agreement • February 15th, 2005 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances) • New York

NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "AGREEMENT") RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

INVESTORS RIGHTS AGREEMENT
Investors Rights Agreement • February 15th, 2005 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances) • New York

THIS INVESTORS RIGHTS AGREEMENT, dated as of January 31, 2005 (this "Agreement"), is made by and between PLURISTEM LIFE SYSTEMS, INC., a Nevada corporation with headquarters located at MATAM Advanced Technology Park, Building No. 20, Haifa, Israel (the "Company"), and each entity named on a signature page hereto (each, an "Investor").

PLURISTEM LIFE SYSTEMS INC. COMMON STOCK AND WARRANT PURCHASE AGREEMENT Common Stock and Warrant Purchase Agreement
Common Stock and Warrant Purchase Agreement • February 15th, 2005 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances)

This Common Stock and Warrant Purchase Agreement (this "Agreement"), dated as of October 25, 2004, between PLURISTEM LIFE SYSTEMS INC., a Nevada corporation (the "Company"), and the investors listed on Schedule A hereto, each of which is referred to herein as an "Investor" and collectively as "Investors".

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