COMMON STOCK PURCHASE WARRANT PLURISTEM THERAPEUTICS INC.Common Stock Purchase Warrant • October 6th, 2009 • Pluristem Therapeutics Inc • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after April [__], 2010 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Pluristem Therapeutics Inc., a Nevada corporation (the “Company”), up to ______ shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT October 6, 2009Placement Agency Agreement • October 6th, 2009 • Pluristem Therapeutics Inc • Biological products, (no disgnostic substances) • New York
Pluristem Therapeutics Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions herein, to issue and sell an aggregate of up to (i) 2,702,822 shares (the “Shares”) of its common stock, $0.00001 par value per share (the “Common Stock”), and (ii) warrants to purchase 1,081,129 shares of Common Stock (the “Warrants”, and together with the Shares, the “Securities”), to certain investors (each an “Investor” and, collectively, the “Investors”), in an offering under its registration statement on Form S-3 (Registration No. 333-151761). The shares of Common Stock issuable upon exercise of the Warrants are hereinafter referred to as the Warrant Shares. The Securities are more fully described in the Prospectus (as defined below). The Company desires to engage Roth Capital Partners, LLC (“Roth Capital”) in connection with such issuance and sale of the Securities.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2009 • Pluristem Therapeutics Inc • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 6, 2009, between Pluristem Therapeutics Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
