|
INVESTORS RIGHTS AGREEMENT
THIS INVESTORS RIGHTS AGREEMENT, dated as
of January 31, 2005 (this "Agreement"), is made by and between
PLURISTEM LIFE SYSTEMS, INC. , a Nevada corporation with
headquarters located at MATAM Advanced Technology Park, Building
No. 20, Haifa, Israel (the "Company"), and each entity named on a
signature page hereto (each, an "Investor").
W I T N E S S E T H:
WHEREAS , upon the terms and subject to
the conditions of the Private Placement Subscription Agreement,
dated as of January 31, 2005, between the Investor and the Company
(the "Securities Purchase Agreement") (capitalized terms not
defined in this Agreement have the meaning set out in the
Securities Purchase Agreement), the Company has agreed to issue and
sell to the Investors the Shares and the Warrants; and
WHEREAS , the Warrant Shares may be
issued upon the exercise of the Warrants; and
WHEREAS, the Company has agreed to
provide certain registration rights under the Securities Act of
1933, as amended, and the rules and regulations thereunder, or any
similar successor statute (collectively, the "Securities Act"),
with respect to the Registrable Securities (as defined below);
NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Investor hereby agree
as follows:
1. Definitions. As used in this
Agreement, the following terms shall have the following
meanings:
"Effective Date" means the date the SEC declares
a Registration Statement covering Registrable Securities and
otherwise meeting the conditions contemplated hereby to be
effective.
"Investor" means the Investor and any permitted
transferee or assignee who agrees to become bound by the provisions
of this Agreement and who holds Shares, Warrants or Warrant
Shares.
"Permitted Suspension Period" means up to two
periods during any consecutive 12-month period during which the
holder's right to sell Registrable Securities under the
Registration Statement is suspended, each of which suspension
period shall neither (i) be for more than fifteen (15) days nor
(ii) begin less than ten (10) business days after the last day of
the preceding suspension (whether or not such last day was during
or after a Permitted Suspension Period).
"Register," "Registered," and "Registration"
refer to a registration effected by preparing and filing a
Registration Statement or Statements in compliance with the
Securities Act and pursuant
-2-
to Rule 415 under the Securities Act or any
successor rule providing for offering securities on a continuous
basis ("Rule 415"), and the declaration or ordering of
effectiveness of such Registration Statement by the SEC.
"Registrable Securities" means, collectively,
the Shares and the Warrant Shares.
"Registration Statement" means a registration
statement of the Company under the Securities Act covering
Registrable Securities on Form SB-2, if the Company is then
eligible to file using such form, and if not eligible, on Form S-1
or other appropriate form.
"Required Effective Date" means, initially, the
Initial Required Effective Date or the Increased Required Effective
Date (as those terms are defined below), as the case may be.
"Restricted Sale Date" means the first date,
other than a date during a Permitted Suspension Period (as defined
below), on which the Investor is restricted from making sales of
Registrable Securities covered by any previously effective
Registration Statement.
"Shares" means the Shares acquired by the
Investor under the Securities Purchase Agreement.
"Warrants" means the Warrants acquired by the
Investor under the Securities Purchase Agreement.
"Warrant Shares" means the common shares of the
Company acquired by the Investor upon exercise of the Warrants.
2. Registration.
and the Company will not have any obligation to
pay any Periodic Amount to the Investor with respect thereto.
3. Obligations of the Company. In
connection with the registration of the Registrable Securities, the
Company shall do each of the following:
(a) Prepare promptly, and file with the SEC by
the Required Filing Date a Registration Statement with respect to
not less than the number of Registrable Securities provided in
Section 2(a) above, and thereafter use its reasonable best efforts
to cause such Registration Statement relating to Registrable
Securities to become effective by the Required Effective Date and
keep the Registration Statement effective at all times other than
during Permitted Suspension Periods
-4-
during the period (the "Registration Period")
continuing until the earlier of (i) the date when the Investors may
sell all Registrable Securities under Rule 144 without volume or
other restrictions or limits (the "Unrestricted Sale Date") or (ii)
the date the Investors no longer own any of the Registrable
Securities, which Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall
not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which
they were made, not misleading;
(b) Prepare and file with the SEC such
amendments (including post-effective amendments) and supplements to
the Registration Statement and the prospectus used in connection
with the Registration Statement as may be necessary to keep the
Registration Statement effective at all times during the
Registration Period, and, during the Registration Period, comply
with the provisions of the Securities Act with respect to the
disposition of all Registrable Securities of the Company covered by
the Registration Statement until such time as all of such
Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof as
set forth in the Registration Statement;
(c) Furnish to each Investor or its agent (i)
promptly after the same is prepared and publicly distributed, filed
with the SEC, or received by the Company, one (1) copy of the
Registration Statement, each preliminary prospectus and prospectus,
and each amendment or supplement thereto, and (ii) such number of
copies of a prospectus, and all amendments and supplements thereto
and such other documents, as such Investor may reasonably request
in order to facilitate the disposition of the Registrable
Securities owned by such Investor;
(d) As promptly as practicable after becoming
aware thereof, notify each Investor of the happening of any event
of which the Company has knowledge, as a result of which the
prospectus included in the Registration Statement, as then in
effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading, and use its best efforts
promptly to prepare a supplement or amendment to the Registration
Statement or other appropriate filing with the SEC to correct such
untrue statement or omission, and deliver a number of copies of
such supplement or amendment to each Investor as such Investor may
reasonably request;
(e) As promptly as practicable after becoming
aware thereof, notify each Investor who holds Registrable
Securities being sold (or, in the event of an underwritten
offering, the managing underwriters) of the issuance by the SEC of
a Notice of Effectiveness or any notice of effectiveness
|
