Morria Biopharmaceuticals
Plc


 


a Company under the laws
of england and wales


 


SUBSCRIPTION AGREEMENT


AND INVESTMENT REPRESENTATION


 


		1.	SUBSCRIPTION.



 


		1.1.	Subscription. The undersigned ("Buyer"),
intending to be legally bound, hereby subscribes for and agrees to purchase 12,500 (twelve thousand five hundred) ordinary shares
of £GBP0.01 (the “Shares”) of Morria Biopharmaceuticals PLC., a public company under the laws of England and
Wales with company number 05252842 whose registered office is at Thames House, Portsmouth Road, Esher, Surrey, KT10 9AD, UK (the
“Company”), and 6,250 (six thousand two hundred and fifty) warrants to purchase ordinary shares (in the form attached
hereto as Exhibit A, the “Warrants”; the Shares and the Warrants to be issued along with the Shares in the ratio of
half Warrant for each one Share purchased, hereinafter, the “Units”) in a transaction exempt from the registration
requirements of the US Securities Act of 1933, as amended (the “Securities Act”). The purchase price to be remitted
to the Company in exchange for the Units shall be an aggregate of US$25,000 (twenty five thousand US Dollars) (the “Aggregate
Subscription”) or US$2.00 (two US Dollars) per Unit (the “Purchase Price Per Unit”). The exercise price of the
Warrant shall be US$2.00 (two US Dollars) per share.



 


		1.2.	Delivery. All Shares
or American Depositary Shares ("ADSs") representing the Ordinary Shares, to be issued or held on behalf of the Undersigned
hereunder shall be delivered to undersigned or its designated trustee or beneficiary.



 


		1.3.	Most Favored Nation Provision.



 


		(a)	From the date hereof until the Expiration Date (as defined
hereunder), upon any issuance, offer, sale, grant of any option or right to purchase or other disposition of only equity security
or any equity-linked (as that term is defined under Rule 405 promulgated under the 1933 Act), (referred to as a “Subsequent
Placement”), the Buyer may elect, in its sole discretion, to exchange all or some of the Shares and a proportionate
number of Warrants (based on the initial ratio of Shares to Warrants issued to such Buyer on the date hereof) then held by such
Buyer for additional securities (including any additional securities issued as part of a unit with such security) of the same
type issued in such Subsequent Placement (such exchange to be made at the same time as the closing of such Subsequent Placement),
on the same terms and conditions as the Subsequent Placement, based on the Purchase Price Per Unit multiplied by the number of
Shares being exchanged.  Notwithstanding whether such Subsequent Placement includes customary Beneficial Ownership Limitations,
such Buyer’s securities issued in the Subsequent Placement shall include such limitations so that the Buyer’s beneficial
ownership in Ordinary Shares does not exceed the Maximum Percentage (as defined below). “Expiration Date” means
the earlier of (i) the two year anniversary date of the Effective Date (as defined hereunder) or (ii) the date immediately following
the 20 consecutive Trading Days wherein the trading volume for the Ordinary Shares or ADSs on the Principal Market exceeds USD$100,000
per Trading Day, which 20 consecutive Trading Day period shall have commenced only after the Effective Date. “Effective
Date” means the date that the applicable Registration Statement (required to be filed pursuant to Section 1.6 hereunder)
has been declared effective by the SEC.



 




    	 



    	 



    

 


		(b)	The Company shall provide the Buyer with at least five
(5) Trading Days prior notice of the closing of the Subsequent Placement, which notice shall include written details on the financing
so as to confirm the calculations above to the satisfaction of the Buyer. Notwithstanding anything to the contrary herein in this
Section 1.3, this Section 1.3 shall not apply to an issuance of Excluded Securities (as defined below). “Excluded Securities”
means the issuance of (A) Ordinary Shares or standard options to purchase Ordinary
Shares to directors, officers, employees, consultants or agents of the Company in their capacity as such pursuant to the
Company's Approved Option Plan dated as of August 28, 2007, ("Approved Option Plan"), provided that (1) prior
to the Expiration Date (but not thereafter), all such issuances (taking into account the Ordinary Shares
issuable upon exercise of such options) after the date hereof pursuant to this clause (A) do not, in the aggregate, exceed
more than the sum of 541,000 Ordinary Shares (representing the shares authorized under the Company’s
Approved Option Plan as of the date of this Agreement) and any shares that are issuable in substitution for forfeited options
(in each case, adjusted for stock splits, stock combinations and other similar transactions occurring after the date of this Agreement)
and (2) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares
issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that
adversely affects the Buyer; (B) Ordinary Shares issued upon the conversion or exercise of Convertible
Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved
Option Plan that are covered by clause (A) above) issued prior to the date hereof, provided that the conversion or exercise (as
the case may be) of any such Convertible Security is made solely pursuant to the conversion or exercise (as the case may be) provisions
of such Convertible Security that were in effect on the date immediately prior to the date of this Agreement, the conversion or
exercise price of any such Convertible Securities (other than standard options to purchase Ordinary
Shares issued pursuant to an Approved Option Plan that are covered by clause (A) above) is not lowered (whether via amendment
or through the operation of the terms of such Convertible Security or any agreement relating thereto, including anti-dilution
provisions), none of such Convertible Securities are (other than standard options to purchase Ordinary
Shares issued pursuant to an Approved Option Plan that are covered by clause (A) above) (nor is any provision of any such
Convertible Securities) amended or waived in any manner (whether by the Company or the holder thereof) to increase the number
of shares issuable thereunder or decrease the conversion or exercise price thereof and none of the terms or conditions of any
such Convertible Securities (other than standard options to purchase Ordinary Shares issued
pursuant to an Approved Option Plan that are covered by clause (A) above) are otherwise materially changed or waived (whether
by the Company or the holder thereof) in any manner that adversely affects any of the Buyer; (C) the Warrants; (D) the Ordinary
Shares issuable upon the exercise of each of the Warrants ("Warrant Shares"); and (E) debt securities.



 




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		1.4.	Acceptance or Rejection.



 


		(a)	The undersigned understands and agrees that the Company
reserves the right to reject this subscription for the Units if, in its reasonable judgment, it deems such action in the best
interest of the Company, at any time prior to the Closing, notwithstanding prior receipt by the undersigned of notice of acceptance
of the undersigned's subscription.



 


		(b)	The undersigned understands and agrees that its subscription
for the Units is irrevocable.



 


		1.5.	Registration Rights. The Company will file with
the SEC a "resale registration statement" on Form F-1 covering the resale of the Ordinary Shares issued at the Closing
and the Ordinary Shares issuable upon exercise of the Warrants (the "Registration Statement"), no later than the 30th
(thirty) calendar day after April 30, 2013 (the "Filing Date"), and use its commercially reasonable efforts to
cause the Registration Statement to be declared effective within 90 (ninety) calendar days after the Filing Date, or within 135
(one hundred and thirty five) calendar days after the Filing Date in the event the Registration Statement is reviewed by the US
Securities and Exchange Commission ("SEC") (the "Effective Date"), provided that if the Company is required
to include audited financial statements for fiscal year 2012 in such Registration Statement, then the Filing Date shall be 60
(sixty) calendar days and Effective Date shall be 165 (one hundred and sixty five) calendar days if the Registration Statement
is reviewed by the SEC.



 


		2.	CLOSING. The closing (the "Closing")
of the purchase and sale of the Units, shall occur simultaneously with 1) the acceptance by the Company (i) of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription Agreement (ii) the Company's Board of Directors' approval
of this Agreement, and 2) receipt of the full Aggregate Subscription.



 


		3.	REPRESENTATIONS AND WARRANTIES.



 


		3.1.	Investor Representations and Warranties. The undersigned
hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:



 


		(a)	Investment Purposes. The undersigned is acquiring
the Units for his own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or
for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial
interest in such Units or the Shares or Warrants included therein or any portion thereof. Further, the undersigned does not have
any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or
to any third person, with respect to the Units for which the undersigned is subscribing or any part of the Units or the Shares
or Warrants included therein.



 


		(b)	Authority. The undersigned has full power and
authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable,
and this Agreement constitutes a valid and legally binding obligation of the undersigned.



 


		(c)	No General Solicitation. The undersigned is not
subscribing for the Units as a result of or subsequent to any advertisement, article, notice or other communication published
in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by person previously not known to the undersigned in connection with investment securities
generally.



 




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		(d)	Investment Experience. The undersigned is (i)
experienced in making investments of the kind described in this Agreement, (ii) able, by reason of the business and financial
experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), to protect its own interests in connection with the transactions described
in this Agreement, and (iii) able to afford the entire loss of its investment in the Units or the Shares or Warrants included
therein.



 


		(e)	Exemption from Registration. The undersigned acknowledges
his understanding that the offering and sale of the Units or the Shares or Warrants included therein is intended to be exempt
from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of
the undersigned made herein, the undersigned further represents and warrants to and agrees with the Company and its affiliates
as follows:



 


		(i)	The undersigned realizes that the basis for the exemption
may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring the Units or the Shares
or Warrants included therein for a fixed or determinable period in the future, or for a market rise, or for sale if the market
does not rise. The undersigned does not have any such intention;



 


		(ii)	The undersigned has the financial ability to bear the
economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no
need for liquidity with respect to his investment in the Company;



 


		(iii)	The undersigned has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Units.
The undersigned also represents it has not been organized for the purpose of acquiring the Units; and



 


		(iv)	The undersigned has been provided an opportunity for
a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Units, the
Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable
effort or expense.



 


		(f)	Economic Considerations. The undersigned is not
relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The undersigned
has relied solely on its own advisors.



 


		(g)	No Other Company Representations. No representations
or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the
Company, other than the representations of the Company contained herein, and in subscribing for Units, the undersigned is not
relying upon any representations other than those contained herein.



 


		(h)	Restrictive Legends. Each certificate representing
the Shares, and each Warrant agreement provided to the undersigned shall be endorsed with the following legend, in addition to
any other legend required to be placed thereon by applicable country, federal or state securities laws:



 




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		 	“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ANY OF
SUCH ACTS OR LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS TRANSFERRED
PURSUANT TO ANY VALID EXEMPTION FROM REGISTRATION AVAILABLE UNDER SUCH ACT OR ANY OTHER LAWS.”



 


			The undersigned consents to the Company making a notation
on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer
of the Shares and Warrants set forth in this Section.



 


		(i)	Accredited Investor. The undersigned is an “accredited
investor” as that term is defined in Rule 501 of the General Rules and Regulations under the Securities Act by reason of
Rule 501(a)(3).



 


		(j)	Potential Loss of Investment; Risk Factors. The
undersigned understands that an investment in the Units is a speculative investment which involves a high degree of risk and the
potential loss of his entire investment. The undersigned understands that the following factors, among others, could cause the
loss of any or all of his investment.



 


		(i)	The Company is a development stage company with no operating
history for the undersigned to evaluate its business. The Company was established under the laws of England and Wales in 2004,
and has never earned revenue from the sale of products or services. Because the Company has no operating history and no products
ready to be marketed, either now or in the foreseeable future, it is difficult to evaluate when the Company will reach profitability,
if ever. The undersigned has also considered the uncertainties and difficulties frequently encountered by companies, such as the
Company, in similar stages of product development. The Company is now and for the foreseeable future completely reliant on investment
capital for its continued operations. Unavailability of such investment may jeopardize the Company’s existence resulting
in a total of the undersigned’s investment.



 


		(ii)	The Company currently does not have enough working capital
to satisfy its capital needs for its development programs. The Company is dependent upon its management team to fund its ongoing
operations, and cannot be certain that future financing will be available to it on acceptable terms when it needs it. The Company
can give no assurances that it will be able to sell any portion of this offering or that management will continue to fund its
ongoing operations. This, along with the possibility of other factors and circumstances the Company cannot predict, may require
it to seek additional financing faster than anticipated. If the Company is unable to obtain financing to meet its needs, the undersigned
may lose of his investment.



 




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		(iii)	Management has no track record of success in the industry
in which the Company intends to operate. This lack of experience may result in the Company’s needing to employ outside experts
that have such experience. The additional cost could result in a net operating loss and, ultimately, could result in the Company's
failure. Management's inexperience may limit the Company’s ability to generate revenues. The Company may never achieve successful
operations, and the undersigned may lose his entire investment.



 


		(iv)	The Company is incorporated under the law of England
and Wales. As such the rights and obligations of shareholders may be different from those rights to which the undersigned is accustomed.
The undersigned understands that enforcing or benefiting from such rights may impose additional costs upon the undersigned.



 


		(k)	Investment Commitment. The undersigned's overall
commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment
in the Units will not cause such overall commitment to become excessive.



 


		(l)	Receipt of Information. The undersigned has received
all documents, records, books and other information pertaining to the undersigned’s investment in the Company that has been
requested by the undersigned.



 


		(m)	Investor Questionnaire. The undersigned represents
and warrants to the Company that all information that the undersigned has provided to the Company, including, without limitation,
the information in the Investor Questionnaire attached hereto or previously provided to the Company (the “Investor Questionnaire”),
is correct and complete as of the date hereof.



 


		(n)	No Reliance. Other than as set forth herein, the
undersigned is not relying upon any other information, representation or warranty by the Company or any officer, director, stockholder,
agent or representative of the Company in determining to invest in the Shares. The undersigned has consulted, to the extent deemed
appropriate by the undersigned, with the undersigned’s own advisers as to the financial, tax, legal and related matters
concerning an investment in the Units and on that basis believes that his or its investment in the Units is suitable and appropriate
for the undersigned.



 


		(o)	No Governmental Review. The undersigned is aware
that no federal or state agency of the United States or any other jurisdiction has (i) made any finding or determination as to
the fairness of this investment, (ii) made any recommendation or endorsement of the Units or the Company, or (iii) guaranteed
or insured any investment in the Units or any investment made by the Company.



 


		(p)	Price of Units. The undersigned understands that
the price of the Units offered hereby bear no relation to the assets, book value or net worth of the Company and were determined
arbitrarily by the Company. The undersigned further understands that there is a substantial risk of further dilution on his or
its investment in the Company.



 


		3.2.	Company’s Representations and Warranties.
The Company represents and warrants to the undersigned as follows:



 


		(a)	Organization of the Company. The Company is a
corporation duly organized and validly existing and in good standing under the laws of England and Wales.



 




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		(b)	Authority. (i) The Company has the requisite corporate
power and authority to enter into and perform its obligations under this Agreement and to issue the Shares and the Warrants in
accordance with the terms hereof; (ii) the execution and delivery of this Agreement by the Company and the consummation by it
of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no further consent or
authorization of the Company or its Board of Directors or stockholders is required; and (iii) this Agreement has been duly executed
and delivered by the Company and constitutes a valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws
relating to, or affecting generally the enforcement of, creditors' rights and remedies or by other equitable principles of general
application.



 


		(c)	Exemption from Registration; Valid Issuances.
The sale and issuance of the Units and the Shares and Warrants included therein, in accordance with the terms and on the bases
of the representations and warranties of the undersigned set forth herein, may and shall be properly issued by the Company to
the undersigned, pursuant to the laws of the United Kingdom and the Articles of Association of the Company. When issued and paid
for as herein provided, the Shares shall be duly and validly issued, fully paid, and nonassessable. Neither the sales of the Shares
and Warrants pursuant to, nor the Company's performance of its obligations under, this Agreement shall (i) result in the creation
or imposition of any liens, charges, claims or other encumbrances upon the Shares or any of the assets of the Company, or (ii)
entitle the other holders of the Shares of the Company to preemptive or other rights to subscribe to or acquire the Ordinary Shares
or other securities of the Company. The Shares shall not subject the undersigned to personal liability by reason of the ownership
thereof.



 


		(d)	Currently, the Ordinary Shares are not trading. The Company
expects that American Depositary Shares ("ADSs") representing the Ordinary Shares will be quoted on the Over-the-Counter
Bulletin Board or other over-the-counter market following the closing of this Offering. If the Company's ADSs are quoted for trading,
the Company's depositary will deliver ADSs to a holder of Ordinary Shares or the holder's broker that deposits unrestricted Ordinary
Shares or evidence of rights to receive unrestricted Ordinary Shares with the custodian. Upon payment of its fees and expenses
and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees by the holder of the Shares , the depositary
will register the appropriate number of ADSs in the names requested by such holder of Ordinary Shares and will deliver the ADSs
to or upon the order of the person or persons entitled thereto.



 


		(e)	No General Solicitation or Advertising in Regard to
this Transaction. Neither the Company nor any of its affiliates nor any person acting on its or their behalf (i) has conducted
or will conduct any general solicitation (as that term is used in Rule 502(c) of Regulation D) or general advertising with respect
to any of the Units, or (ii) made any offers or sales of any security or solicited any offers to buy any security under any circumstances
that would require registration of the Ordinary Shares under the Securities Act.



 


		4.	INDEMNITY. The undersigned agrees to indemnify and hold
harmless the Company, its officers and directors, employees and its affiliates and their respective successors and assigns and
each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation
commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or
failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished
by the undersigned to any of the foregoing in connection with this transaction.



 




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		5.	GENERAL.



 


		5.1.	Modification. Neither this Agreement nor any provisions
hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver,
change, discharge or termination is sought.



 


		5.2.	Notices. Any notice, demand or other communication
which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a)
deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed
to such address as may be given herein, or (b) delivered personally at such address.



 


		5.3.	Counterparts. This Agreement may be executed through
the use of separate signature pages or in any number of counterparts and by facsimile, and each of such counterparts shall, for
all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same
counterpart. Signatures may be facsimiles.



 


		5.4.	Binding Effect. Except as otherwise provided herein,
this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors,
legal representatives and assigns. If the undersigned is more than one person, the obligation of the undersigned shall be joint
and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by
and be binding upon each such person and his heirs, executors, administrators and successors.



 


		5.5.	Entire Agreement. This Agreement and the documents
referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements
except as stated or referred to herein and therein.



 


		5.6.	Assignability. This Agreement is not transferable
or assignable by the undersigned.



 


		5.7.	Applicable Law. This Agreement shall be governed
by and construed in accordance with the laws of the United Kingdom, without giving effect to conflicts of law principles.



 


		5.8.	Pronouns. The use herein of the masculine pronouns
"him" or "his" or similar terms shall be deemed to include the feminine and neuter genders as well and the
use herein of the singular pronoun shall be deemed to include the plural as well.



 


		5.9.	Further Assurances. Upon request from time to
time, the undersigned shall execute and deliver all documents, take all rightful oaths and do all other acts that may be necessary
or desirable, in the reasonable opinion of the Company or its counsel, to effect the subscription for the Shares in accordance
herewith.



 


		5.10.	Company wire-transfer details: The Aggregate Subscription
shall be transferred to the bank account details as follows:



 


	
        Morria Biopharmaceuticals PLC

         

        1500 Broadway

        New York, NY 10036
	
        Chase Morria PLC USA

        11 West 51st street, New York, 10019, NY.
        USA

         

        Routing - 021000021

        Checking - 453746518

        SWIFT: CHASUS33XXX





 


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blank]


 




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IN WITNESS WHEREOF, the undersigned has
executed this Agreement on the   3rd   day of April, 2013.


 


Amount of Investment: US $25,000


 


INDIVIDUAL INVESTOR:


Saul Yedgar


Signature:      /s/ Saul Yedgar____________________


Name: _________________________


Address:


_________________________


_________________________


_________________________


 


PARTNERSHIP, CORPORATION, TRUST,


CUSTODIAL ACCOUNT, OTHER INVESTOR


 


______________________________


  (Name of Entity)


By: __________________________


Name:


Title:


Address:


 


ACCEPTANCE OF SUBSCRIPTION


 


(to be filed out only by the Company)


 


The Company hereby accepts the above application
for subscription for Units on behalf of the Company.


 


Dated: April 3, 2013


 


      /s/ Dov Elefant__________________________


Dov Elefant Chief Financial Officer


  



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INVESTOR QUESTIONNAIRE


 


A. General Information 


 


1. Print Full Name of Investor:


- Individual:


 


Saul Yedgar


First, Middle, Last 


 


- Partnership, Corporation,
Trust, Custodial Account, Other:


_______________________________


Name of Entity


 


2. Address for Notices:


_________________________


_________________________


_________________________


 


3. Name of Primary Contact Person: ___________________


Title: ____________________________________________


 


4. Telephone Number: ______________________________


 


5. E-Mail Address: _________________________________


 


6. Facsimile Number: _______________________________


 


7. Permanent Address:


(if different from Address for Notices above) 


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


______________________________


 


8. Authorized Signatory: __________________________________


Title: ________________________________________________


Telephone Number: _____________________________________


Facsimile Number: ____________________________________


 






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B. Accredited Investor Status


 


The Investor represents and warrants that
the Investor is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of
1933, as amended (the “Securities Act”), and has checked the box or boxes below which are next to the categories under
which the Investor qualifies as an accredited investor:


  


FOR INDIVIDUALS:


 


		_____	A natural person with individual net worth (or joint net worth with spouse) in excess of $1 million.
For purposes of this item, “net worth” means the excess of total assets at fair market value, over total liabilities,
except that the fair market value of the principal residence owned by a natural person shall be excluded for purposes of determining
such natural person’s net worth. Notwithstanding the foregoing, the related amount of indebtedness secured by the primary
residence up to the fair market value of such residence may be excluded from the calculation of net worth, but indebtedness secured
by the primary residence in excess of the fair market value of such residence should be considered a liability and deducted from
the natural person’s net worth. The principal residence owned by a natural person shall be valued either (a) at cost, including
the cost of improvements, net of current encumbrances upon the property, or (b) at the appraised value of the residence as determined
upon a written appraisal used by an institutional lender making a loan to the individual secured by the property, including the
cost of subsequent improvements, net of current encumbrances upon the property. As used in the preceding sentence, “institutional
lender” means a bank, savings and loan company, industrial loan company, credit union or personal property broker or a company
whose principal business is as a lender of loans secured by real property and which has such loans receivable in the amount of
USD$2,000,000 of more.



 


		_____	A natural person with individual income (without including any income of the Investor’s spouse)
in excess of USD$200,000, or joint income with spouse of $300,000, in each of the two most recent years and who reasonably expects
to reach the same income level in the current year.



 


FOR ENTITIES:


 


		_____	A bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity.



 


		_____	An insurance company as defined in Section 2(13) of the Securities Act.



 


		_____	A broker-dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.



 


		_____	An investment company registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”).



 


		_____	A business development company as defined in Section 2(a)(48) of the Investment Company Act.



 


		_____	A small business investment company licensed by the Small Business Administration under Section
301(c) or (d) of the Small Business Investment Act of 1958.



 



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		_____	A private business development company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940. If an Investor has checked this box, please contact Mark Cohen, Esq. at 646-878-0800 for additional information that
will be required.



 


		_____	An organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, Massachusetts
or similar business trust, or partnership, not formed for the specific purpose of acquiring the Units, with total assets in excess
of $5 million.



 


		_____	A trust with total assets in excess of $5 million not formed for the specific purpose of acquiring
the Units, whose purchase is directed by a person with such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Company and the purchase of the Units and the Shares and Warrant
included therein.



 


		_____	An employee benefit plan within the meaning of ERISA if the decision to invest in the Units is
made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5 million or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors.



 


		_____	A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions, for the benefit of its employees, if the plan has total assets in excess of $5 million.



 


		_____	An entity, including a grantor trust, in which all of the equity owners are accredited investors
as determined under any of the foregoing paragraphs (for this purpose, a beneficiary of a trust is not an equity owner, but the
grantor of a grantor trust is an equity owner).



 


The Investor understands that the foregoing
information will be relied upon by the Company for the purpose of determining the eligibility of the Investor to purchase the Units.
The Investor agrees to notify the Company immediately if any representation or warranty contained in this Subscription Agreement,
including this Investor Questionnaire, becomes untrue at any time. The Investor agrees to provide, if requested, any additional
information that may reasonably be required to substantiate the Investor’s status as an accredited investor or to otherwise
determine the eligibility of the Investor to purchase the Units. The Investor agrees to indemnify and hold harmless the Company
and each officer, director, shareholder, agent and representative of the Company and their respective affiliates and successors
and assigns from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or
agreement of the Investor contained herein.


 


INDIVIDUAL:


 


___________________________


(Signature)


 


___________________________


(Name)


 



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PARTNERSHIP, CORPORATION, TRUST, CUSTODIAL
ACCOUNT, OTHER:


 


____________________________________


(Name of Entity)


 


By: ________________________________


(Signature)


 


____________________________________


(Print Name and Title)


 




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Exhibit A


Form of Warrant


 


THIS WARRANT AND THE ORDINARY SHARES ISSUED
UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS
(1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL
HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS.


 


	No. ___	For the Purchase
	 Issue Date: _________________   	
        of 6,250 Ordinary Shares



 


WARRANT TO PURCHASE


ORDINARY SHARES


OF


MORRIA BIOPHARMACEUTICALS PLC


 


(A UNITED KINGDOM COMPANY)


 


MORRIA BIOPHARMACEUTICALS PLC.,
a company registered pursuant to the laws of the United Kingdom (the “Company”), for value received, hereby certifies
that Saul Yedgar (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at
any time or from time to time at or before the earlier of 5:00 p.m. (EST) on that date which is five (5) years from the Issue Date
first written above (the “Expiration Date”) and the termination of this Warrant as provided in Section 6 hereof, six
thousand two hundred and fifty (6,250) ordinary shares of the Company (the “Ordinary Shares”), at an exercise price
per Ordinary Share equal to US $2.00 (two US Dollars) per share (the “Base Price”), as may be adjusted upon the occurrence
of certain events as set forth in Section 2 of this Warrant. The Ordinary Shares issuable upon exercise of this Warrant, and the
purchase price per share, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,”
respectively.


 


1.             Exercise.


 


1.1           Manner
of Exercise: Cash and Cashless. At the Option of the Holder, the Warrant may be exercised on a cash or cashless basis as follows:



 


(a)          Payment
in Cash. This Warrant may be exercised by the Holder, in whole or in part, by surrendering this Warrant, with the purchase
form appended hereto as Exhibit A duly executed by the Holder, at the principal office of the Company, or at such other
place as the Company may designate, accompanied by payment in full of the Purchase Price payable in respect of the number of Warrant
Shares purchased upon such exercise. Payment of the Purchase Price shall be in cash or by certified or official bank check payable
to the order of the Company.


 



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(b)          Cashless
Exercise. The Holder may, at its option, exchange this Warrant on a cashless basis, in whole or in part (a "Warrant
Exchange"), into the number of Warrant Shares determined in accordance with this Section 1.1(b), by surrendering this
Warrant at the Company’s office, accompanied by an irrevocable notice stating such Holder's intent to effect such exchange,
the number of Warrant Shares to be exchanged and the date of the notice of such intent to exchange (the "Notice of Exchange").
The Warrant Exchange shall take place on the date the Notice of Exchange and this Warrant are received by the Company (the "Exchange
Date"). Certificates for the shares issuable upon such Warrant Exchange and, if applicable, a new warrant of like tenor
evidencing the balance of the shares remaining subject to such Warrant, shall be issued as of the Exchange Date and delivered to
the Holder as soon as is reasonably practicable following the Exchange Date. In connection with any Warrant Exchange, a Warrant
shall represent the right to subscribe for and acquire the number of Warrant Shares (rounded to the next highest integer) equal
to (i) the number of Warrant Shares specified by the Holder in its Notice of Exchange (the "Total Number") less
(ii) the number of Warrant Shares equal to the quotient obtained by dividing (A) the product of the Total Number and the existing
Purchase Price by (B) the current market value of an Ordinary Share. Current market value, for purposes hereof, shall mean (i)
if the Ordinary Shares are then traded or quoted on a securities exchange or an over-the-counter market, the average price on such
exchange or market for the ten business days immediately preceding the date of the Notice of Exchange, and (ii) if the Ordinary
Shares are not then traded or quoted on a securities exchange or an over-the-counter market, the current market value on such date
shall be the fair market value as mutually determined by the Company and the Holder.


 


 1.2         Effectiveness.
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which
this Warrant shall have been surrendered to the Company as provided in Section 1.1 above. At such time, the person or persons in
whose name or names any certificates for Warrant Shares shall be issuable upon such exercise as provided in Section 1.3 below shall
be deemed to have become the holder or holders of record of the Warrant Shares represented by such certificates.


 


1.3.         Delivery
of Certificates. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within ten
(10) business days thereafter, the Company at its sole expense will cause to be issued in the name of, and delivered to, the Holder,
or, subject to the terms and conditions hereof, as such Holder (upon payment by such Holder of any applicable transfer taxes) may
direct:


 


(a)           A
certificate or certificates for the number of full shares of Warrant Shares to which such Holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount determined pursuant to
Section 1.4 hereof, and


 




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(b)          In
case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, setting forth on the face
or faces thereof the number of shares of Warrant Shares (without giving effect to any adjustment therein) equal to the number
of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise
as provided in Section 1.1 above.


 


1.4.         Fractional
Shares. The Company shall not be required upon the exercise of this Warrant to issue any fractional shares, but shall make
an adjustment therefor either (i) in cash on the basis of the fair market value of the Warrant Shares reasonably determined by
The Board of Directors of the Company, or (ii) by rounding up the number of shares to the nearest whole number.


 


2.            Certain
Adjustments. The Purchase Price and the number of shares of Warrant Shares deliverable upon exercise of the Warrant shall
be subject to adjustment from time to time as follows:


 


2.1          Subdivision,
Consolidation, Reclassification or Change in Ordinary Shares or Warrant Shares. In the event of any consolidation, reclassification
or change of the Ordinary Shares or Warrant Shares into a lesser number or different class or classes of stock, the number of shares
of Warrant Shares deliverable upon exercise of this Warrant shall be proportionally decreased and the Purchase Price for such Warrant
Shares shall be proportionately increased. In the event of any subdivision, reclassification or change of the Ordinary Shares or
Warrant Shares into a greater number or different class or classes of stock, the number of shares of Warrant Shares deliverable
upon exercise of this Warrant shall be proportionally increased and the Purchase Price for such Warrant Shares shall be proportionately
reduced.


 


 2.2        Dividends
or Other Distributions. In the event that the Company issues additional Ordinary Shares as a dividend or other distribution
with respect to the Ordinary Shares, the number of shares of Warrant Shares deliverable upon exercise of this Warrant shall be
determined in accordance with the terms of the Certificate of Incorporation, and the Purchase Price for such Warrant Shares shall
be proportionately reduced.


 


2.3         Reorganizations.
If there shall occur any capital reorganization of the Ordinary Shares or the Warrant Shares (excluding mergers and consolidations
covered under Section 2.4 hereto and other than a subdivision, combination, reclassification or change in par value), then, as
part of any such reorganization, lawful provision shall be made so that the Holder shall have the right thereafter to receive upon
the exercise of this Warrant the kind and amount of shares of stock or other securities or property which such Holder would have
been entitled to receive if, immediately prior to any such reorganization, such Holder had held the number of Ordinary Shares which
were then purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment (as reasonably determined by
the Board of Directors of the Company) shall be made in the application of the provisions set forth herein with respect to the
rights and interests thereafter of the Holder such that the provisions set forth in this Section 2 (including provisions with respect
to adjustment of the Purchase Price) shall thereafter be applicable, as nearly as is reasonably practicable, in relation to any
shares of stock or other securities or property thereafter deliverable upon the exercise of this Warrant.


 




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2.4          Merger,
Consolidation or Sale of Assets. Subject to the provisions of Section 6, if there shall be a merger or consolidation of the
Company with or into another corporation (other than a merger or reorganization involving only a change in the state of incorporation
of the Company or the acquisition by the Company of other businesses where the Company survives as a going concern), or the sale
of all or substantially all of the Company’s capital stock or assets to any other person, then as a part of such transaction,
provision shall be made so that the Holder shall thereafter be entitled to receive the number of shares of stock or other securities
or property of the Company, or of the successor corporation resulting from the merger, consolidation or sale, to which the Holder
would have been entitled if the Holder had exercised its rights pursuant to this Warrant in full immediately prior thereto. In
any such case, appropriate adjustment shall be made in the application of the provisions of this Section 2 to the end that the
provisions of this Section 2 shall be applicable after that event in as nearly equivalent a manner as may be practicable.


 


2.5          Certificate
of Adjustment. When any adjustment is required to be made in the Purchase Price, the Company shall promptly mail to the Holder
a certificate setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring
such adjustment. Delivery of such certificate shall be deemed to be a final and binding determination with respect to such adjustment
unless challenged by the Holder within ten (10) days of receipt thereof. Such certificate shall also set forth the kind and amount
of stock or other securities or property into which this Warrant shall be exercisable following the occurrence of any of the events
specified in this Section 2.


 


3.           Compliance
with Securities Act.


 


3.1         Unregistered
Securities. The Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities
Act of 1933, as amended, and the rules and regulations thereunder, or any successor legislation (the “Securities Act”),
and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise dispose of this Warrant or any Warrant Shares
in the absence of (i) an effective registration statement under the Securities Act covering this Warrant or such Warrant Shares
and registration or qualification of this Warrant or such Warrant Shares under any applicable “blue sky” or state securities
law then in effect, or (ii) an opinion of counsel, satisfactory to the Company, that such registration and qualification are not
required. The Company may delay issuance of the Warrant Shares until completion of any action or obtaining of any consent, which
the Company deems necessary under any applicable law (including without limitation state securities or “blue sky” laws).


 


3.2         Investment
Letter. Without limiting the generality of Section 3.1, unless the offer and sale of any shares of Warrant Shares shall have
been effectively registered under the Securities Act, the Company shall be under no obligation to issue the Warrant Shares unless
and until the Holder shall have executed an investment letter in form and substance satisfactory to the Company, including a warranty
at the time of such exercise that the Holder is acquiring such shares for its own account, for investment and not with a view
to, or for sale in connection with, the distribution of any such shares, and that the Holder is an “accredited investor”
as defined in the rules promulgated under the Securities Act.


 




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3.3          Legend.
Certificates delivered to the Holder pursuant to Section 1.3 shall bear the following legend or a legend in substantially similar
form:


 


	 	 	“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN TAKEN FOR INVESTMENT AND THEY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED BY ANY PERSON, INCLUDING A PLEDGEE, IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE.”


 


4.           Reservation
of Stock. The Company agrees that, prior to the expiration of this Warrant, the Company will at all times have authorized and
in reserve, and will keep available, solely for issuance or delivery upon the exercise of this Warrant, the Ordinary Shares and
other securities and properties as from time to time shall be receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all preemptive rights and rights of first refusal. 


 


5.           Replacement
of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation
of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.


 


6.           Termination
Upon Certain Events. If there shall be a merger or consolidation of the Company with or into another corporation (other than
a merger or reorganization involving only a change in the state of incorporation of the Company or the acquisition by the Company
of other businesses where the Company survives as a going concern), or the sale of all or substantially all of the Company’s
capital stock (other than a reverse merger transaction) or assets to any other person, or the liquidation or dissolution of the
Company, then as a part of such transaction, provisions shall be made so that the Holder shall thereafter be entitled to receive
the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from the
merger, consolidation or sale, to which the Holder would have been entitled if the Holder had exercised its rights pursuant to
this Warrant immediately prior thereto (and, in such case, appropriate adjustment shall be made in the application of the provisions
of this Section 6 to the end that the provisions of Section 3 shall be applicable after that event in as nearly equivalent a manner
as may be practicable).


 




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7.           Transferability.
Without the prior written consent of the Company, this Warrant shall not be assigned, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of this Warrant or of any rights granted hereunder contrary to the provisions
of this Section 7, or the levy of any attachment or similar process upon this Warrant or such rights, shall be null and void.


 


8.           No
Rights as Stockholder. Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof
as a stockholder of the Company.


 


 9.          Notices.
All notices, requests and other communications hereunder shall be in writing, shall be either (i) delivered by hand, (ii) made
by telex, telecopy or facsimile transmission, (iii) sent by overnight courier, or (iv) sent by registered mail, postage prepaid,
return receipt requested. In the case of notices from the Company to the Holder, they shall be sent to the address furnished to
the Company in writing by the last Holder who shall have furnished an address to the Company in writing. All notices from the Holder
to the Company shall be delivered to the Company at 53 Davies Street Mayfair, London W1K5JH, England, Attn: President, or such
other address as the Company shall so notify the Holder. All notices, requests and other communications hereunder shall be deemed
to have been given (i) by hand, at the time of the delivery thereof to the receiving party at the address of such party described
above, (ii) if made by telex, telecopy or facsimile transmission, at the time that receipt thereof has been acknowledged by electronic
confirmation or otherwise, (iii) if sent by overnight courier, on the next business day following the day such notices are delivered
to the courier service, or (iv) if sent by registered mail, on the fifth business day following the day such mailing is made.


 


10.        Amendment,
Modification and Waiver. The Warrants may not be amended or modified, and any provision hereof and thereof may not be waived,
without the written consent of the Holder.


 


11.        Headings.
The headings in this Warrant are for convenience of reference only and shall in no way modify or affect the meaning or construction
of any of the terms or provisions of this Warrant.


 


12.        Governing
Law. This Warrant will be governed by and construed in accordance with and governed by the law of the State of New York, without
giving effect to the conflict of law principles thereof.


 


[signature
page follows]


 




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IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed by its authorized officer as of the date first indicated above.


	 	MORRIA BIOPHARMACEUTICALS PLC.
	 	 	 
	 	By:	 
	 	Name:  	Dov Elefant
	 	Title:	Chief Financial Officer


  




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EXHIBIT A


 


PURCHASE FORM


 


To:        MORRIA
BIOPHARMACEUTICALS PLC


 


The undersigned pursuant to the provisions
set forth in the attached Warrant (No. W-____), hereby irrevocably elects to purchase _____________________________________ (_____________)
ordinary shares (the “Ordinary Shares”) of MORRIA BIOPHARMACEUTICALS PLC, covered by such Warrant and herewith makes
payment of US $_____________, representing the full purchase price for such shares at the price per share provided for in such
Warrant. The Ordinary Shares for which the Warrant may be exercised or converted shall be known herein as the “Warrant Shares.”


 


The undersigned is aware that the Warrant
Shares have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”)
or any state securities laws. The undersigned understands that reliance by the Company on exemptions under the Securities Act is
predicated in part upon the truth and accuracy of the statements of the undersigned in this Purchase Form.


 


The undersigned represents and warrants
that it is an “accredited investor” as defined in the rules promulgated under the Securities Act.


 


The undersigned represents and warrants
that (1) it has been furnished with all information which it deems necessary to evaluate the merits and risks of the purchase of
the Warrant Shares, (2) it has had the opportunity to ask questions concerning the Warrant Shares and the Company and all questions
posed have been answered to its satisfaction, (3) it has been given the opportunity to obtain any additional information it deems
necessary to verify the accuracy of any information obtained concerning the Warrant Shares and the Company and (4) it has such
knowledge and experience in financial and business matters that it is able to evaluate the merits and risks of purchasing the Warrant
Shares and to make an informed investment decision relating thereto.


 


The undersigned hereby represents and warrant
that it is purchasing the Warrant Shares for its own account for investment and not with a view to the sale or distribution of
all or any part of the Warrant Shares. 


 


The undersigned understands that because
the Warrant Shares has not been registered under the Securities Act, it must continue to bear the economic risk of the investment
for an indefinite period of time and the Warrant Shares cannot be sold unless it is subsequently registered under applicable federal
and state securities laws or an exemption from such registration is available.


 


The undersigned agrees that it will in
no event sell or distribute or otherwise dispose of all or any part of the Warrant Shares unless (1) there is an effective registration
statement under the Securities Act and applicable state securities laws covering any such transaction involving the Warrant Shares,
or (2) the Company receives an opinion satisfactory to the Company of the undersigned’s legal counsel stating that such transaction
is exempt from registration. The undersigned consents to the placing of a legend on its certificate for the Warrant Shares stating
that the Warrant Shares has not been registered and setting forth the restriction on transfer contemplated hereby and to the placing
of a stop transfer order on the books of the Company and with any transfer agents against the Warrant Shares until the Warrant
Shares may be legally resold or distributed without restriction.


 



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The undersigned has considered the federal
and state income tax implications of the exercise of the Warrant and the purchase and subsequent sale of the Warrant Shares.


 


By: ______________________________


Dated: ____________________________


 






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