STOCK OPTION AGREEMENT

BETWEEN:

Pluristem Therapeutics Inc.

A company incorporated in Nevada, USA

(hereinafter the "Company")

AND:

Name :

I.D. No.:

Address:

(hereinafter the "Optionee")

WHEREAS

On November 10, 2005, the Company duly adopted and the Board approved the 2005 Stock Option Plan. On January 21, 2009, the Company’s stockholders approved the adoption of the Amended and Restated 2005 Stock Option Plan, a copy of which has been made available to the Optionee, forming an integral part hereof (the “ISOP”); and –

WHEREAS

Pursuant to the ISOP, the Company has decided to grant Options to purchase Shares of the Company to the Optionee, and the Optionee has agreed to such grant, subject to all the terms and conditions as set forth in the ISOP and as provided herein;

1.

Preamble and Definitions

1.1

The preamble to this Agreement constitutes an integral part of this Agreement, as do the terms of the ISOP.

1.2

Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the ISOP.

2.

Grant of Options

2.1

The Company hereby grants to the Optionee the number of Options as set forth in Exhibit A hereto, each Option shall be exercisable for one Share, upon payment of the Purchase Price as set forth in Exhibit A, subject to the terms and the conditions as set forth in the ISOP and as provided herein.

2.2

The Optionee is aware that the Company intends in the future to issue additional shares and to grant additional options to various entities and individuals, as the Company in its sole discretion shall determine.

3.

Period of Option and Conditions of Exercise

3.1

The terms of this Option Agreement shall commence on the Date of Grant and terminate at the Expiration Date as set out on Exhibit A, or at the time at which the Option expires pursuant to the terms of the ISOP or pursuant to this Option Agreement.

3.2

Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number.

4.

Adjustments

Notwithstanding anything to the contrary in Section 7.1 (m) of the ISOP and in addition thereto, if in any such Transaction as described in Section 7.1 (m) of the ISOP, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Options, the Vesting Dates shall be accelerated so that any unvested Option shall be immediately vested in full as of the date which is ten (10) days prior to the effective date of the Transaction, and the Committee shall notify the Optionee that the unexercised Options are fully exercisable for a period of ten (10) days from the date of such notice, and that any unexercised Options shall terminate upon the expiration of such period.

If the successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Options and Optionee’s employment with the Successor Company is terminated by the Successor Company without “Cause” within one year of the closing of such Transaction, the Vesting Dates shall be accelerated so that any unvested portion of the substituted Option shall be immediately vested in full as of the date of such termination without Cause.

5.

Vesting; Period of Exercise

Subject to the provisions of the ISOP, Options shall vest and become exercisable according to the Vesting Dates set forth in Exhibit A hereto, provided that the Optionee is an Employee of or providing services to the Company and/or its Affiliates on the applicable Vesting Date. Where there is a discrepancy between the terms of Exhibit A and the terms of the ISOP, Exhibit A shall govern.

All unexercised Options granted to the Optionee shall terminate and shall no longer be exercisable on the Expiration Date.

6.

Exercise of Options

6.1

Options may be exercised in accordance with the provisions of Section 7.1(h) of the ISOP.

6.2

In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any and all documents required by any applicable law and/or by the Company’s Articles of Association or Bylaws.

6.3

The Company shall not be obligated to issue any Shares upon the exercise of an Option if such issuance, in the opinion of the Company, might constitute a violation by the Company of any provision of law.

7.

Restrictions on Transfer of Options and Shares

7.1

The transfer of Options and the transfer of Shares to be issued upon exercise of the Options shall be subject to the limitations set forth in the ISOP and in the Company’s Articles of Association and any shareholders’ agreement to which the holders of ordinary shares of the Company are bound.

7.2

With respect to any Approved 102 Option, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, an Optionee shall not sell or release from trust any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following any