RESTRICTED STOCK AGREEMENT Made as of the

BETWEEN:

Pluristem Therapeutics Inc.

A company incorporated in Nevada, USA

(hereinafter the "Company")

AND:

Name :

I.D. No.:

Address:

(hereinafter the "Participant")

WHEREAS

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 Participant, forming an integral part hereof (the “Plan”); and –

WHEREAS

Pursuant to the Plan, the Company has decided to grant Restricted Stocks of the Company to the Participant, as detailed within Exhibit A, and the Participant has agreed to such grant, subject to all the terms and conditions as set forth in the Plan 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 Plan.

1.2

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

2.

Grant of Restricted Stocks

2.1

The Company hereby grants to the Participant the number of Restricted Stocks as set forth in Exhibit A hereto, subject to the terms and the conditions as set forth in the Plan and as provided herein.

2.2

The Participant 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.

Restricted Period Per Section 102

The following provisions shall apply for the purpose of the tax benefits under Section 102 of the Ordinance:

(a)

Restricted Period Per Section 102. In accordance with the requirements of Section 102(b)(2) as now in place and as may be amended in the future, the Restricted Stock shall be granted to the Participant and held in trust by the Trustee for the benefit of Participant for a period of no less than twenty four (24) months from the date of grant in which the Restricted Stocks were granted and placed with a Trustee (during the Restricted Period Per Section 102 the Participant will not be allowed to order the Trustee to sell the Restricted Stock held by him/her on behalf of the Participant or transfer the Restricted Stock from Trustee’s hands).

In order to apply the tax benefits of Section 102, the Restricted Stock may not be sold or transferred (other than through a transfer by will or by operation of law), and no power of attorney or transfer deed shall be given in respect thereof (other than a power of attorney for the purpose of participation in general meetings of shareholders, when applicable).

(b)

End of Restricted Period Per Section 102. Upon the completion of the Restricted Period Per Section 102 as now in place and as may be amended in the future, Participant shall be entitled to receive from the Trustee the Restricted Stock, which have vested, subject to the provisions of the Plan concerning the continued employment of Participant at the Company or any Affiliate of the Company, and subject to any other provisions set forth herein or in the Plan, and Participant shall be entitled to sell the vested Restricted Stock subject to the other terms and conditions of this Restricted Stocks Agreement and the Plan, including the provisions relating to the payment of tax set forth below.

4.

Adjustments

Notwithstanding anything to the contrary in Section 7.1 (m) of the Plan and in addition thereto, if in any such Transaction as described in Section 7.1 (m) of the Plan, the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Restricted Stocks, the Vesting Dates, unless reasonably determined otherwise by the Board, shall be accelerated so that any unvested Restricted Stocks 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 Participant that the unvested Restricted Stocks are fully vested for a period of ten (10) days from the date of such notice, If the successor Company (or parent or subsidiary of the Successor Company) agrees to assume or substitute for the Restricted Stocks and Participant’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 Restricted Stocks shall be immediately vested in full as of the date of such termination without Cause.

5.

Vesting; Period

Subject to the provisions of the Plan, Restricted Stocks shall vest according to the Vesting Dates set forth in Exhibit A hereto, provided that the Participant 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 Plan, Exhibit A shall govern.

6.

Restrictions on Transfer of Restricted Stocks

6.1

The transfer of Restricted Stocks shall be subject to the limitations set forth in the Plan and in the Company’s Articles of Association and any shareholders’agreement to which the holders of ordinary shares of the Company are bound.

6.2

With respect to any Approved 102 Awards, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, a Participant shall not sell or release from trust any Restricted Stocks, until the lapse of the Holding Period required under Section 102 of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 of the Ordinance and under any rules or regulation