PLURISTEM LIFE SYSTEMS INC.
INVESTORS’ RIGHTS AGREEMENT
THIS INVESTORS’ RIGHTS AGREEMENT (the “ Agreement ”) is made as of the 24th day of
January, 2005, 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 ”).
WHEREAS, the Company and the Investor are parties to the Common Stock
and Warrant Purchase Agreement, dated as of January 24, 2005 (as the same may be amended from time to time,
the " Purchase Agreement ”)
WHEREAS, in order to induce the Investors to invest funds in the Company, the Investors and the Company
hereby agree to enter into this Agreement which shall set forth the rights of the Investor to cause the Company
to register shares of Common Stock issued or issuable to the Investors under the Purchase Agreement and
certain other matters as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements and covenants hereinafter set forth, and for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Investors hereby agree as follows:
For purposes of this Agreement:
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The term “ Act ” means the Securities Act of 1933, as amended, or any similar federal statute, and the
rules and regulations of the SEC thereunder, all as the same shall be in effect at the time.
The term “ Form S-3 ” means such form under the Act as in effect on the date hereof or any
registration form under the Act subsequently adopted by the SEC that permits inclusion or
incorporation of substantial information by reference to other documents filed by the Company with the
The term ” Common Stock ” means the Co