PLURISTEM LIFE SYSTEMS INC.
COMMON STOCK AND WARRANT
Common Stock and Warrant Purchase Agreement
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 "
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Stock and Warrant.
1.1 Sale and Issuance of Common Stock and Warrant . Subject to the terms and conditions of this Agreement,
the Investor agrees to purchase at the Closing (as defined below) pursuant to Section 1.2, and the Company
agrees to sell and issue to each Investor at the Closing pursuant to Section 1.2, (i) a Common Stock (as defined
below) purchase warrant in the form attached hereto as Exhibit A (each a " Warrant " and collectively the "
Warrants ") for the purchase of a number of shares of Common Stock as specified next to such investor's name
in Schedule A hereto, at a purchase price per share of $0.3, and (ii) the shares (the " Shares ") of common
stock, par value $0.00001 per share, of the Company (the "Common Stock"), (which represents ____% of the
pro forma Common Stock outstanding on the date of the Closing, assuming the issuance of the Shares and
including all shares of Common Stock that are actually outstanding and shares issuable upon exercise of
outstanding options, warrants and other convertible securities)), at a purchase price per share of $0.1 and for an
aggregate purchase price with respect to each Investor as specified next to such investor's name in Schedule A
hereto, payable in cash, wire transfer in immediately available funds and promissory notes, as specified in Section
1.2 herein below (the " Purchase Price ").
1.2 Closing . Subject to the terms and conditions of this Agreement, the purchase and sale of the Common Stock
and Warrants shall take place at a closin