Subscription Agreement for Common Stock and Warrants

    a.        No offering memorandum or similar disclosure document has been prepared in connection with the sale of the Units. The Investor has read this Subscription Agreement and is familiar with the terms of the Securities.

    b.        In making the decision to purchase the Securities, the Investor and the Investor’s advisors have, prior to any sale to the Investor, been given access and the opportunity to examine all books and records of Pluristem, all contracts and documents relating to Pluristem, and all filings made by Pluristem with the U.S. Securities and Exchange Commission, and an opportunity to ask questions of, and to receive answers from, Pluristem and to obtain any additional information necessary to verify the accuracy of the information provided to the Investor. The Investor and the Investor’s advisors have been furnished with all materials relating to the business, finances and operations of Pluristem and materials relating to the offer and sale of the Securities that have been requested.

    c.        The only representations and warranties being given to the Investor by Pluristem are as contained in this Subscription Agreement.

    a.        The Investor understands that the Securities are being offered and sold in reliance upon certain exemptions from the registration provisions of the Securities Act of 1933, as amended (the “Securities Act ”), and non-public offering exemptions of the securities acts of the states in which the Shares may be offered or sold. As a condition to purchasing the Units and becoming an investor in Pluristem, for the purposes (among others) of the above-mentioned exemptions and qualifications to the extent applicable, and knowing that Pluristem will rely upon the statements made herein for such exemptions and in determining the Investor’s suitability as an investor, the Investor represents and warrants as follows:

    b.         Risks Associated with Investment in the Company . The Investor has been advised that the Investor must be prepared to bear the economic risk of an investment in Pluristem for an indefinite period because the Securities are not registered under the Securities Act. The Investor has read the various risk factors described under the heading “Risk Factors” in Part I, Item 1A, in the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2008.

    c.         Experience of Such Investor . The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Securities (and each part thereof) and, at the present time, is able to afford a complete loss of such investment.

    d.         Purchase for Own Account . The Investor represents that it is acquiring the Securities as principal for its own account for investment purposes only and not and will not acquire the Common Shares, the Warrants or the Warrant Shares with a view to or for distributing or reselling them in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of them in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding their distribution of such Securities. The Investor understands that the Securities included therein are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws. The Investor is acquiring the Securities and each part thereof hereunder in the ordinary course of its business.

    e.         Further Representations . The Investor further represents and warrants that:

(1)

The funds to be tendered as payment for the Units will not represent funds borrowed by the Investor;

(2)

The Investor agrees not to reproduce, copy or otherwise distribute or make any use of the information and confidential information of Pluristem (other than the Investor’s legal and tax advisors);

(3)

The Investor:

(A)

If not an individual, was not formed for the specific purpose of acquiring the Units.

(B)

If not an individual, is duly organized, validly existing and in good standing under the laws of its state of organization.

(C)

Has full power to execute, deliver and perform this Subscription Agreement;

(4)

The execution, delivery and performance of this Subscription Agreement by the Investor, and the consummation by the Investor of the transaction contemplated hereby, have been duly authorized by all necessary corporate or other action. This Subscription Agreement has been duly executed and delivered by the Investor and constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms;

(5)

If the Investor is not an individual, the execution of and performance of the transactions contemplated by this Subscription Agreement and compliance with their provisions by the Investor will not violate any provision of law and will not conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute a default under, or require a consent or waiver under, its organizational documents (each as amended to date and presently in effect) or any indenture, lease, agreement, or other instrument to which the Investor is a party or by which it or any of its properties is bound, or any decree, judgment, order, statute, rule or regulation applicable to the Investor; and

(6)

No consent, approval, order, or authorization of, or registration, qualification, designation, declaration, or filing with, any governmental authority is required on the part of the Investor in connection with the execution and delivery of this Subscription Agreement, or the offer, sale, and delivery of the Units, as contemplated by this Subscription Agreement.