SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 5th, 2006 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances) • New York
THIS SECURITIES PURCHASE AGREEMENT, dated as of April 3, 2006 (this “Agreement”), is entered into by and between PLURISTEM LIFE SYSTEMS, INC., a Nevada corporation with headquarters located at MATAM Advanced Technology Park, Building No. 20, Haifa, Israel 31905 (the “Company”), and each individual or entity named on an executed counterpart of the signature page hereto (each such signatory is referred to as a “Buyer”) (each agreement with a Buyer being deemed a separate and independent agreement between the Company and such Buyer, except that each Buyer acknowledges and consents to the rights granted to each other Buyer [each, an “Other Buyer”] under such agreement and the Transaction Agreements, as defined below, referred to therein).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2006 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of April 3, 2006 (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 31905 (the “Company”), and each entity named on a signature page hereto (each, an “Initial Investor”) (each agreement with an Initial Investor being deemed a separate and independent agreement between the Company and such Initial Investor, except that each Initial Investor acknowledges and consents to the rights granted to each other Initial Investor under such agreement).
PLURISTEM LIFE SYSTEMS, INC. 7% SENIOR SECURED CONVERTIBLE DEBENTURE SERIES 06-01 DUE __________ , 200_2Securities Purchase Agreement • April 5th, 2006 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances)
THIS DEBENTURE is one of a duly authorized issue of up to $__________3 in Debentures of PLURISTEM LIFE SYSTEMS, INC., a corporation organized and existing under the laws of the State of Nevada (the "Company") designated as its 7% Senior Secured Convertible Debentures Series 06-01.
SECURITY INTEREST AGREEMENTSecurity Interest Agreement • April 5th, 2006 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances) • New York
SECURITY INTEREST AGREEMENT ("Security Interest Agreement"), dated as of April 3, 2006, by and among the persons set forth on Schedule 1 (each a “Secured Party” and collectively, the “Secured Parties”), PLURISTEM LIFE SYSTEMS, INC., a Nevada corporation with headquarters located at MATAM Advanced Technology Park, Building No. 20, Haifa, Israel 31905 (the “Company” or the “Debtor”), and KRIEGER & PRAGER, LLP, as agent for the Secured. Parties (the “Agent”).
FORM OF WARRANTWarrant Agreement • April 5th, 2006 • Pluristem Life Systems Inc • Biological products, (no disgnostic substances)
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
