REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights Agreement (this
“Agreement”) is made and entered into effective as of [insert], 201_, (the “Effective Date”) between Cell
Source, Ltd., an Israeli corporation (the “Company”), and the persons who have executed the signature page(s) hereto
(each, a “Purchaser” and collectively, the “Purchasers”).


 


RECITALS:


 


WHEREAS, the Company
is obligated to enter, subject to the sale of the Maximum Offering Amount, the Acquisition pursuant to which Cell Source will become
a wholly-owned subsidiary of a publicly traded company (the “Pubco” and, as context may require, when referring to
Pubco after the consummation of the Acquisition, the “Company”);


 


WHEREAS, prior to the
Acquisition and to provide the capital required by the Company for working capital and other purposes, the Company has offered
in compliance with Rule 506 of Regulation D of the Securities Act (as defined herein), to investors in a private placement transaction
(the “PPO”), units (“Units”) of its securities, each Unit consisting of one share of Ordinary Shares (the
“Investor Shares”) and Ordinary Shares purchase warrants (the “Investor Warrants”) to purchase one Ordinary
Share at an exercise price of $0.75;


 


WHEREAS, in connection
with the Acquisition and the PPO, the Company agrees to provide certain registration rights related to the Investor Shares and
the shares of Ordinary Shares issuable upon exercise of the Investor Warrants, on the terms set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual promises, representations, warranties, covenants, and conditions set forth herein, the parties mutually
agree as follows:


 


1.        Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Approved Market” means the Over-the-Counter
Bulletin Board, the OTC Markets, the Nasdaq Stock Market, the New York Stock Exchange or the NYSE MKT.


 


“Acquisition” has the
same meaning as defined in the Subscription Agreement.


 


“Blackout Period”
means, with respect to a registration, a period, in each case commencing on the day immediately after the Company notifies the
Purchasers that they are required, because of the occurrence of an event of the kind described in Section 4(f) hereof, to suspend
offers and sales of Registrable Securities during which the Company, in the good faith judgment of its Board of Directors, determines
(because of the existence of, or in anticipation of, any acquisition, financing activity, or other transaction involving the Company,
or the unavailability for reasons beyond the Company’s control of any required financial statements, disclosure of information
which is in its best interest not to publicly disclose, or any other event or condition of similar significance to the Company)
that the registration and distribution of the Registrable Securities to be covered by such Registration Statement, if any, would
be seriously detrimental to the Company and its stockholders and ending on the earlier of (1) the date upon which the material
non-public information commencing the Blackout Period is disclosed to the public or ceases to be material and (2) such time as
the Company notifies the selling Holders that the Company will no longer delay such filing of the Registration Statement, recommence
taking steps to make such Registration Statement effective, or allow sales pursuant to such Registration Statement to resume.


 




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“Business
Day” means any day of the year, other than a Saturday, Sunday, or other day on which the Commission is required or authorized
to close.


 


“Commission”
means the U. S. Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.


 


“Ordinary
Shares” means the Ordinary Shares, each of nominal value of NIS 0.01, of the Company and any and all shares of capital
stock or other equity securities of: (i) the Company which are added to or exchanged or substituted for the Ordinary Shares by
reason of the declaration of any stock dividend or stock split, the issuance of any distribution or the reclassification, readjustment,
recapitalization or other such modification of the capital structure of the Company; and (ii) any other corporation, now or hereafter
organized under the laws of any state or other governmental authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is sold all or substantially all of the shares or
assets of the Company, if immediately after such merger, consolidation, reorganization or sale, the Company or the stockholders
of the Company own equity securities having in the aggregate more than 50% of the total voting power of such other corporation,
including the Acquisition.


 


“Effective Date” has
the meaning given it in the preamble to this Agreement.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.


 


“Family Member”
means (a) with respect to any individual, such individual’s spouse, any descendants (whether natural or adopted), any trust
all of the beneficial interests of which are owned by any of such individuals or by any of such individuals together with any organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the estate of any such individual, and any corporation,
association, partnership or limited liability company all of the equity interests of which are owned by those above described individuals,
trusts or organizations and (b) with respect to any trust, the owners of the beneficial interests of such trust.


 


“Holder”
means each Purchaser or any of such Purchaser’s respective successors and Permitted Assignees who acquire rights in accordance
with this Agreement with respect to any Registrable Securities directly or indirectly from a Purchaser or from any Permitted Assignee.


 


“Initial Registration
Statement” means the initial Registration Statement filed pursuant to this Agreement.


 


“Investor Shares” has
the meaning given it in the recitals of this Agreement.


 


“Investor Warrants” has
the meaning given it in the recitals of this Agreement.


 




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“Majority Holders” means
at any time Holders representing a majority of the Investor Shares and the Investor Warrants.


 


“Maximum Offering Amount”
has the same meaning as defined in the Subscription Agreement.


 


“Permitted
Assignee” means (a) with respect to a partnership, its partners or former partners in accordance with their partnership
interests, (b) with respect to a corporation, its stockholders in accordance with their interest in the corporation, (c) with respect
to a limited liability company, its members or former members in accordance with their interest in the limited liability company,
(d) with respect to an individual party, any Family Member of such party, (e) an entity that is controlled by, controls, or is
under common control with a transferor, or (f) a party to this Agreement.


 


The terms “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration
statement.


 


“Registrable
Securities” means the Investor Shares and the Registrable Warrant Shares but excluding (i) any Registrable Securities
that have been publicly sold without registration under the Securities Act either pursuant to Rule 144 of the Securities Act or
otherwise, or that are eligible to be sold without restriction under Rule 144 of the Securities Act; or (ii) any Registrable Securities
sold by a person in a transaction pursuant to a registration statement filed under the Securities Act.


 


“Registrable
Warrant Shares” means the shares of Ordinary Shares issued or issuable to each Purchaser upon exercise of the Investor
Warrants.


 


“Registration Default Date”
means the date that is 120 days after the Registration Filing Date.


 


“Registration Default Period”
means the period following the Registration Filing Date or the Registration Default Date, as applicable, during which any Registration
Event occurs and is continuing.


 


“Registration Event”
means the occurrence of any of the following events:


 


(a)         the
Company fails to file with the Commission the Registration Statement on or before the Registration Filing Date;


 


(b)         the
Registration Statement is not declared effective by the Commission on or before the Registration Default Date;


 


(c)         after
the SEC Effective Date, sales cannot be made pursuant to the Registration Statement for any reason (including without limitation
by reason of a stop order, or the Company’s failure to update the Registration Statement) except as excused pursuant to Section
3(e); or


 




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(d)         the
Ordinary Shares generally or the Registrable Securities specifically are not listed or included for quotation on an Approved Market,
or trading of the Ordinary Shares is suspended or halted on the Approved Market, which at the time constitutes the principal market
for the Ordinary Shares, for more than two full, consecutive Trading Days; provided, however, a Registration Event
shall not be deemed to occur if all or substantially all trading in equity securities (including the Ordinary Shares) is suspended
or halted on the Approved Market for any length of time.


 


“Registration
Filing Date” means the date that is 120 days after the date on which the Company closes on the sale of the Maximum Offering
Amount.


 


“Registration
Statement” means the registration statement that the Company is required to file pursuant to this Agreement to register
the Registrable Securities.


 


“Rule 144” means Rule 144 promulgated by
the Commission under the Securities Act.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such Rule.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any similar federal statute promulgated in replacement thereof,
and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.


 


“SEC Effective
Date” means the date the Registration Statement is declared effective by the Commission.


 


“Subscription
Agreement” means the subscription agreement attached to the Confidential Private Placement Memorandum of the Company
dated November 13, 2013, as the same may be amended and supplemented from time to time.


 


“Trading Day”
means (a) if the Ordinary Shares is listed or quoted on an Approved Market, then any day during which securities are generally
eligible for trading on the Approved Market, or (b) if the Ordinary Shares is not then listed or quoted and traded on an Approved
Market, then any business day.


 


		2.	Registration.



 


(a)         Registration
on Form S-1. Subject to the closing on the sale of the Maximum Offering Amount and the consummation of the Acquisition, no
later than the Registration Filing Date, the Company shall file with the Commission a Registration Statement on Form S-1, or other
applicable form, relating to the resale by the Holders of all of the Registrable Securities, and the Company shall use its commercially
reasonably efforts to cause such Registration Statement to be declared effective prior to the Registration Default Date. For the
avoidance of doubt, the Registration Statement may include such other securities as determined by the Company.


 




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(b)       Occurrence
of Registration Event. If a Registration Event occurs, then the Company will issue, for each 30 day period the Registration
Event is not cured, to each Holder of Registrable Securities (a “Qualified Purchaser”), as liquidated damages
for the amount of damages to the Qualified Purchaser by reason thereof, such number of Ordinary Shares that would result in the
effective purchase price of the Units purchased pursuant to the Securities Purchase Agreement to be equal $0.10 less than the original
purchase price of the Unit, provided that the effective price shall not be lower than $.25 per Unit and provided, however,
if a Registration Event occurs (or is continuing) on a date more than one-year after the Company filed a Current Report on Form
8-K relating to the Acquisition and the PPO and providing Form 10 information with respect thereto, liquidated damages shall be
paid only with respect to that portion of the Qualified Purchaser’s Registrable Securities that cannot then be immediately
resold in reliance on Rule 144. The Registration Default Period shall terminate upon (i) the filing of the Registration Statement
in the case of clause (a) of the definition of Registration Event, (ii) the SEC Effective Date in the case of clause (b) of the
definition of Registration Event, (iii) the ability of the Qualified Purchaser to effect sales pursuant to the Registration Statement
in the case of clause (c) of the definition of Registration Event, and (iv) the listing or inclusion and/or trading of the Ordinary
Shares on an Approved Market, as the case may be, in the case of clause (d) of the definition of Registration Event. The amounts
payable as liquidated damages pursuant to this Section 2(b) shall be issued in fully-paid, non-assessable restricted Ordinary Shares.


 


(c)         Notwithstanding
the provisions of Section 2(b) above, (a) if the Commission does not declare the Registration Statement effective on or before
the Registration Default Date, or (b) if the Commission allows the Registration Statement to be declared effective at any time
before or after the Registration Default Date, subject to the withdrawal of certain Registrable Securities from the Registration
Statement, and the reason for (a) or (b) is the Commission’s determination that (x) the offering of any of the Registrable
Securities constitutes a primary offering of securities by the Company, (y) Rule 415 may not be relied upon for the registration
of the resale of any or all of the Registrable Securities, and/or (z) a Holder of any Registrable Securities must be named as an
underwriter, the Holders understand and agree that in the case of (b) the Company may reduce, on a pro rata basis, the total
number of Registrable Securities to be registered on behalf of each such Holder, and, in the case of (a) or (b), that a Holder
shall not be entitled to any liquidated damages with respect to the Registrable Securities not registered for the reason set forth
in (a), or so reduced on a pro rata basis as set forth in (b). In any such pro rata reduction, the number of Registrable
Securities to be registered on such Registration Statement will first be reduced by the Registrable Securities represented by the
Registrable Warrant Shares (applied, in the case that some Registrable Warrant Shares may be registered, to the Holders on a pro
rata basis based on the total number of unregistered Registrable Warrant Shares held by such Holders on a fully diluted basis),
and second by Registrable Securities represented by Investor Shares (applied, in the case that some Investor Shares may be registered,
to the Holders on a pro rata basis based on the total number of unregistered Investor Shares held by such Holders).
Any Registrable Securities not included in the Initial Registration Statement shall be included in
a subsequent Registration Statement the Company will file no later than six months after the prior Registration Statement (or such
other period as permitted under the Securities Act and applicable Commission rules and regulations). The Holders acknowledge and
agree the provisions of this paragraph may apply to more than one Registration Statement.


 




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3.            Registration
Procedures for Registrable Securities. The Company will keep each Holder reasonably advised as to the filing and effectiveness
of the Registration Statement. At its expense with respect to the Registration Statement, the Company will:


 


(a)         prepare
and file with the Commission with respect to the Registrable Securities, a Registration Statement on Form S-1, or any other form
for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available
for the sale of the Registrable Securities in accordance with the intended methods of distribution thereof, and use its commercially
reasonable efforts to cause such Registration Statement to become effective and shall remain effective until the Investor Warrants
are no longer outstanding or for such shorter period ending on the earlier to occur of (i) the date as of which all of the Holders
as selling stockholders thereunder may sell all of the Registrable Securities registered for resale thereon without restriction
pursuant to Rule 144 (or any successor rule thereto) promulgated under the Securities Act or (ii) the date when all of the Registrable
Securities registered thereunder have been sold (the “Effectiveness Period”). Thereafter, the Company shall
be entitled to withdraw such Registration Statement and the Investors shall have no further right to offer or sell any of the Registrable
Securities registered for resale thereon pursuant to the respective Registration Statement (or any prospectus relating thereto);


 


(b)         if
the Registration Statement is subject to review by the Commission, promptly respond to all comments and diligently pursue resolution
of any comments to the satisfaction of the Commission;


 


(c)         prepare
and file with the Commission such amendments and supplements to such Registration Statement as may be necessary to keep such Registration
Statement effective during the Effectiveness Period;


 


(d)         furnish,
without charge, to each Holder of Registrable Securities covered by such Registration Statement (i) a reasonable number of copies
of such Registration Statement (including any Attachments thereto other than Attachments incorporated by reference), each amendment
and supplement thereto as such Holder may reasonably request, (ii) such number of copies of the prospectus included in such Registration
Statement (including each preliminary prospectus and any other prospectus filed under Rule 424 of the Securities Act) as such Holders
may reasonably request, in conformity with the requirements of the Securities Act, and (iii) such other documents as such Holder
may require to consummate the disposition of the Registrable Securities owned by such Holder, but only during the Effectiveness
Period;


 


(e)         use
its commercially reasonable efforts to register or qualify such registration under such other applicable securities laws of such
jurisdictions as any Holder of Registrable Securities covered by such Registration Statement reasonably requests and as may be
necessary for the marketability of the Registrable Securities (such request to be made by the time the applicable Registration
Statement is deemed effective by the Commission) and do any and all other acts and things necessary to enable such Holder to consummate
the disposition in such jurisdictions of the Registrable Securities owned by such Holder; provided, that the Company shall
not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this paragraph, (ii) subject itself to taxation in any such jurisdiction, or (iii) consent to general service of process
in any such jurisdiction.


 




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(f)         notify
each Holder of Registrable Securities, the disposition of which requires delivery of a prospectus relating thereto under the Securities
Act, of the happening of any event (as promptly as practicable after becoming aware of such event), which comes to the Company’s
attention, that will after the occurrence of such event cause the prospectus included in such Registration Statement, if not amended
or supplemented, to contain an untrue statement of a material fact or an omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading and the Company shall promptly thereafter prepare and furnish
to such Holder a supplement or amendment to such prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein
not misleading, unless suspension of the use of such prospectus otherwise is authorized herein or in the event of a Blackout Period,
in which case no supplement or amendment need be furnished (or Exchange Act filing made) until the termination of such suspension
or Blackout Period;


 


(g)         comply,
and continue to comply during the Effectiveness Period, in all material respects with the Securities Act and the Exchange Act and
with all applicable rules and regulations of the Commission with respect to the disposition of all securities covered by such Registration
Statement;


 


(h)         as
promptly as practicable after becoming aware of such event, notify each Holder of Registrable Securities being offered or sold
pursuant to the Registration Statement of the issuance by the Commission of any stop order or other suspension of effectiveness
of the Registration Statement;


 


(i)         use
its commercially reasonable efforts to cause all the Registrable Securities covered by the Registration Statement to be quoted
on the OTC Bulletin Board or such other Approved Market on which securities of the same class or series issued by the Company are
then listed or traded;


 


(j)         provide
a transfer agent and registrar, which may be a single entity, for the shares of Ordinary Shares at all times;


 


(k)         If
requested by the Holders, cooperate with the Holders to facilitate the timely preparation and delivery of certificates representing
Registrable Securities to be delivered to a transferee pursuant to the Registration Statement, which certificates shall be free,
to the extent permitted by applicable law, of all restrictive legends, and to enable such Registrable Securities to be in such
denominations and registered in such names as any such Holders may request;


 


(l)         during
the Effectiveness Period, refrain from bidding for or purchasing any Ordinary Shares or any right to purchase Ordinary Shares or
attempting to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit
the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M of the Exchange
Act; and


 




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(m)         take
all other reasonable actions necessary to expedite and facilitate the disposition by the Holders of the Registrable Securities
pursuant to the Registration Statement.


 


4.            Suspension
of Offers and Sales. Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of
the kind described in Section 3(f) hereof or of the commencement of a Blackout Period, such Holder shall discontinue the disposition
of Registrable Securities included in the Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(f) hereof or notice of the end of the Blackout Period, and, if so directed
by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies (including, without limitation,
any and all drafts), other than permanent file copies, then in such Holder’s possession, of the prospectus covering such
Registrable Securities current at the time of receipt of such notice.


 


5.            Registration
Expenses. The Company shall pay all expenses in connection with any registration obligation provided herein, including, without
limitation, all registration, filing, stock exchange fees, printing expenses, all fees and expenses of complying with applicable
securities laws, and the fees and disbursements of counsel for the Company and of its independent accountants; provided,
that, in any registration, each party shall pay for its own underwriting discounts and commissions and transfer taxes. Except
as provided in this Section and Section 8, the Company shall not be responsible for the expenses of any attorney or other advisor
employed by a Holder.


 


6.            Assignment
of Rights. No Holder may assign its rights under this Agreement to any party without the prior written consent of the Company;
provided, however, that any Holder may assign its rights under this Agreement without such consent to a Permitted
Assignee as long as (a) such transfer or assignment is effected in accordance with applicable securities laws; (b) such transferee
or assignee agrees in writing to become subject to the terms of this Agreement; and (c) such Holder notifies the Company in writing
of such transfer or assignment, stating the name and address of the transferee or assignee and identifying the Registrable Securities
with respect to which such rights are being transferred or assigned.


 


7.            Information
by Holder. A Holder with Registrable Securities included in any registration shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be
required in order to comply with any applicable law or regulation in connection with the registration of such Holder’s Registrable
Securities or any qualification or compliance with respect to such Holder’s Registrable Securities and referred to in this
Agreement. A form of Selling Stockholder Questionnaire is attached as Attachment A hereto for such purposes.


 




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		8.	Indemnification.



 


(a)         In
the event of the offer and sale of Registrable Securities under the Securities Act, the Company shall, and hereby does, indemnify
and hold harmless, to the fullest extent permitted by law, each Holder, its directors, officers, partners, each other person who
participates as an underwriter in the offering or sale of such securities, and each other person, if any, who controls or is under
common control with such Holder or any such underwriter within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, and expenses to which the Holder or any such director, officer, partner or underwriter
or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, insofar
as such losses, claims, damages, liabilities or expenses (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement of any material fact contained in any registration statement prepared
and filed by the Company under which Registrable Securities were registered under the Securities Act, any preliminary prospectus,
final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission to state therein
a material fact required to be stated or necessary to make the statements therein in light of the circumstances in which they
were made not misleading, or any violation or alleged violation of the Securities Act, the Exchange Act, any state securities
law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection
with this Agreement; and the Company shall reimburse the Holder, and each such director, officer, partner, underwriter and controlling
person for any legal or any other expenses reasonably incurred by them in connection with investigating, defending or settling
any such loss, claim, damage, liability, action or proceeding; provided, that such indemnity agreement found in this Section
8(a) shall in no event exceed the net proceeds from the PPO, as applicable, received by the Company; and provided further,
that the Company shall not be liable in any such case (i) to the extent that any such loss, claim, damage, liability (or action
or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement in or omission from such registration
statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and
in conformity with written information furnished to the Company by the Holder specifically for use in the preparation thereof
or (ii) if the person asserting any such loss, claim, damage, liability (or action or proceeding in respect thereof) who purchased
the Registrable Securities that are the subject thereof did not receive a copy of an amended preliminary prospectus or the final
prospectus (or the final prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable
Securities to such person because of the failure of such Holder or underwriter to so provide such amended preliminary or final
prospectus and the untrue statement or omission of a material fact made in such preliminary prospectus was corrected in the amended
preliminary or final prospectus (or the final prospectus as amended or supplemented). Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Holders, or any such director, officer, partner, underwriter
or controlling person and shall survive the transfer of such shares by the Holder.


 




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(b)         As
a condition to including Registrable Securities in any registration statement filed pursuant to this Agreement, each Holder agrees
to be bound by the terms of this Section 8 and to indemnify and hold harmless, to the fullest extent permitted by law, the Company,
its directors and officers, and each other person, if any, who controls the Company within the meaning of Section 15 of the Securities
Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director or officer
or controlling person may become subject under the Securities Act, the Exchange Act, or any other federal or state law, to the
extent arising out of or based solely upon: (x) such Holder’s failure to comply with the prospectus delivery requirements
of the Securities Act or (y) any untrue or alleged untrue statement of a material fact contained in any registration statement,
any prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the
statements therein not misleading (i) to the extent, but only to the extent, that such untrue statement or omission is contained
in any information so furnished in writing by such Holder to the Company specifically for inclusion in the registration statement
or such prospectus or (ii) to the extent that (1) such untrue statements or omissions are based solely upon information regarding
such Holder furnished in writing to the Company by such Holder expressly for use therein, or to the extent that such information
relates to such Holder or such Holder’s proposed method of distribution of Registrable Securities and was reviewed and expressly
approved in writing by such Holder expressly for use in the Registration Statement, such prospectus or such form of prospectus
or in any amendment or supplement thereto or (2) in the case of an occurrence of an event of the type specified in Section 3(f)
hereof, the use by such Holder of an outdated or defective prospectus after the Company has notified such Holder in writing that
the prospectus is outdated or defective and prior to the receipt by such Holder of the advice contemplated in Section 3(f). In
no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received
by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)         Promptly
after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to
in this Section (including any governmental action), such indemnified party shall, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the indemnifying party of the commencement of such action; provided,
that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations
under this Section, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice. In
case any such action is brought against an indemnified party, unless in the reasonable judgment of counsel to such indemnified
party a conflict of interest between such indemnified and indemnifying parties may exist or the indemnified party may have defenses
not available to the indemnifying party in respect of such claim, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying
party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to
such indemnified party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof,
unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying
parties arises in respect of such claim after the assumption of the defenses thereof or the indemnifying party fails to defend
such claim in a diligent manner, other than reasonable costs of investigation. Neither an indemnified nor an indemnifying party
shall be liable for any settlement of any action or proceeding effected without its consent. No indemnifying party shall, without
the consent of the indemnified party, consent to entry of any judgment or enter into any settlement, which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect of such claim or litigation. Notwithstanding anything to the contrary set forth herein, and without limiting any of
the rights set forth above, in any event any party shall have the right to retain, at its own expense, counsel with respect to
the defense of a claim.


 




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(d)         If
an indemnifying party does or is not permitted to assume the defense of an action pursuant to Sections 9(c) or in the case of
the expense reimbursement obligation set forth in Sections 8(a) and (b), the indemnification required by Sections 8(a) and 8(b)
shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills
received or expenses, losses, damages, or liabilities are incurred.


 


(e)         If
the indemnification provided for in Section 8(a) or 8(b) is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in
lieu of indemnifying such indemnified party hereunder, shall (i) contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense as is appropriate to reflect the proportionate relative fault
of the indemnifying party on the one hand and the indemnified party on the other (determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission relates to information supplied by the indemnifying
party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent such untrue statement or omission), or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law or provides a lesser sum to the indemnified party than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative benefits received by the indemnifying party on
the one hand and the indemnified party on the other, as well as any other relevant equitable considerations. No indemnified party
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any indemnifying party who was not guilty of such fraudulent misrepresentation.


 


(f)         Other
Indemnification. Indemnification similar to that specified in this Section (with appropriate modifications) shall be given
by the Company and each Holder of Registrable Securities with respect to any required registration or other qualification of securities
under any federal or state law or regulation or governmental authority other than the Securities Act.


 


9.            Rule
144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission
that may at any time permit the Holders to sell the Registrable Securities to the public without registration, the Company agrees,
until the earlier of such time as the Investor Warrants are no longer outstanding or the Holders no longer own any Registrable
Securities: (i) to make and keep public information available as those terms are understood in Rule 144, (ii) to file with the
Commission in a timely manner all reports and other documents required to be filed by an issuer of securities registered under
the Securities Act or the Exchange Act pursuant to Rule 144, (iii) to furnish in writing upon such Holder’s request a written
statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the Exchange
Act, and to furnish to such Holder a copy of the most recent annual or quarterly report of the Company, and such other reports
and documents so filed by the Company as may be reasonably requested in availing such Holder of any rule or regulation of the
Commission permitting the selling of any such Registrable Securities without registration and (iv) to undertake any additional
actions commercially reasonably necessary to maintain the availability of the use of Rule 144.


 




    	C-11



    	 



    

 


10.           Independent
Nature of Each Purchaser’s Obligations and Rights. The obligations of each Purchaser under this Agreement are several
and not joint with the obligations of any other Purchaser, and each Purchaser shall not be responsible in any way for the performance
of the obligations of any other Purchaser under this Agreement. Nothing contained herein and no action taken by any Purchaser
pursuant hereto, shall be deemed to constitute such Purchasers as a partnership, an association, a joint venture, or any other
kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by this Agreement. Each Purchaser shall be entitled to independently protect and
enforce its rights, including without limitation the rights arising out of this Agreement, and it shall not be necessary for any
other Purchaser to be joined as an additional party in any proceeding for such purpose.


 


		11.	Miscellaneous.



 


(a)         Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the United States of America and the
State of New York, both substantive and remedial, without regard to New York conflicts of law principles. Any judicial proceeding
brought against either of the parties to this Agreement or any dispute arising out of this Agreement or any matter related hereto
shall be brought in the courts of the State of New York, New York County, or in the United States District Court for the Southern
District of New York and, by its execution and delivery of this Agreement, each party to this Agreement accepts the jurisdiction
of such courts. The foregoing consent to jurisdiction shall not be deemed to confer rights on any person other than the parties
to this Agreement.


 


(b)         Remedies.
Subject to Section 2(b) of this Agreement, in the event of a breach by the Company or by a Holder of any of their respective obligations
under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted
by law and under this Agreement, including recovery of damages, shall be entitled to specific performance of its rights under
this Agreement. Subject to Section 2(b) of this Agreement, the Company and each Holder agree that monetary damages would not provide
adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and hereby
further agrees that, in the event of any action for specific performance in respect of such breach, it shall not assert or shall
waive the defense that a remedy at law would be adequate.


 


(c)         Successors
and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, Permitted Assignees, executors and administrators of the parties hereto.


 


(d)         No
Inconsistent Agreements. The Company has not entered, as of the date hereof, and shall not enter, on or after the date of
this Agreement, into any agreement with respect to its securities that would have the effect of impairing the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.


 


(e)         Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the
subjects hereof.


 


(f)         Notices,
etc. All notices or other communications which are required or permitted under this Agreement shall be in writing and sufficient
if delivered by hand, by facsimile transmission, by registered or certified mail, postage pre-paid, by electronic mail, or by
courier or overnight carrier, to the persons at the addresses set forth below (or at such other address as may be provided hereunder),
and shall be deemed to have been delivered as of the date so delivered:


 




    	C-12



    	 



    

 


If
to the Company to:


 


Cell
Source, Ltd.


65
Yigal Alon Street, 23rd Floor


Tel
Aviv 67433, Israel


Attention:
Itamar Shimrat, Chief Executive Officer


Email:
ishimrat@cell-source.com


 


with
copy to:


 


Sichenzia
Ross Friedman Ference LLP


61
Broadway, 32nd Floor


New
York, NY 10006


Attention:
Gregory Sichenzia, Esq. Facsimile: (212) 930-9725


 


If
to the Purchasers:


 


To
each Purchaser at the address set forth on the signature page hereto


 


or
at such other address as any party shall have furnished to the other parties in writing.


 


(g)         Delays
or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Holder, upon any breach or default
of the Company under this Agreement, shall impair any such right, power or remedy of such Holder nor shall it be construed to
be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereunder occurring;
nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter
occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Holder of any breach or default
under this Agreement, or any waiver on the part of any Holder of any provisions or conditions of this Agreement, must be in writing
and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement, or
by law or otherwise afforded to any holder, shall be cumulative and not alternative.


 


(h)         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one instrument. In the event that any signature is delivered
by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.


 


(i)         Severability.
In the case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 




    	C-13



    	 



    

 


(j)         Amendments.
The provisions of this Agreement may be amended at any time and from time to time, and particular provisions of this Agreement
may be waived, with and only with an agreement or consent in writing signed by the Company and the Majority Holders. The Purchasers
acknowledge that by the operation of this Section, the Majority Holders may have the right and power to diminish or eliminate
all rights of the Purchasers under this Agreement.


 


[SIGNATURE
PAGES FOLLOW]


 




    	C-14



    	 



    

 


This
Registration Rights Agreement is hereby executed as of the date first above written.


 


	 	COMPANY:
	 	 
	 	CELL SOURCE,  LTD.
	 	 
	 	By:	 
	 	Name:	Itamar Shimrat
	 	Title:	Chief Executive Officer


 


THE
PURCHASER’S SIGNATURE TO THE SUBSCRIPTION AGREEMENT DATED OF EVEN DATE HEREWITH SHALL CONSTITUTE THE PURCHASER’S SIGNATURE
TO THIS REGISTRATION RIGHTS AGREEMENT.


 




    	C-15



    	 



    

 


ATTACHMENT
A


CELL
SOURCE, LTD.


SELLING
STOCKHOLDERS’ QUESTIONNAIRE


 


The
following information is requested from you in connection with the preparation and filing by Cell Source, Ltd. (the “Company”)
of a Registration Statement on Form S-1 or other appropriate form (the “Registration Statement”) with the Securities
and Exchange Commission (the “SEC”) covering the sale of shares of the Company’s Ordinary Shares, including
shares of Ordinary Shares underlying Warrants (the “Registrable Securities”) by certain stockholders of the Company.


 


We
would appreciate your answering all of the questions included in this questionnaire, even though your answers may be in the negative,
so that the Company will have a record of your responses for use in connection with the preparation of the Registration Statement.
It is requested that you give careful attention to each question and that you complete this questionnaire personally.


 


In
order to assist you in completing this questionnaire, certain terms used herein are defined in the appendix which is attached
to this questionnaire. Each of such defined terms has been bolded and italicized for identification. The term “person,”
as used in this questionnaire, means any natural person, company, government or political subdivision, agency or instrumentality
of a government.


 


After
you have completed the following questionnaire, please send the completed questionnaire by facsimile, (212) 930-9725, e-mail,
dmanno@srff.com, or overnight courier as soon as possible to the attention of David Manno, Esq. at Sichenzia Ross Friedman Ference
LLP, 61 Broadway, 32nd Floor, New York, NY 10006.


 


*********************


 


General
Information


 


1.            Please
provide your full name and address or the full name and address of the entity on whose behalf you are completing this questionnaire.
The address may be a business, mailing or residence address.


 


	Name:	 
	 	 
	Address:	 


 


	2.	Name the Control Person of your organization:
    	 


 


		3.	(a) Are
                                         you a broker-dealer registered pursuant to Section 15 of the Exchange Act?



 


...
Yes.


...
No.


 




    	C-16



    	 



    

 


 


(b)
If your response to Item 3(a) above is no, are you an "affiliate" of a broker-dealer registered pursuant to Section
15 of the Exchange Act?


 


...
Yes.


...
No.


 


For
the purposes of this Item 3(b), an "affiliate" of a registered broker-dealer shall include any company that directly,
or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such broker-dealer,
and does not include any individuals employed by such broker-dealer or its affiliates.


 


(c)
Full legal name of person through which you hold the Registrable Securities—(i.e. name of your broker, if applicable, through
which your Registered Securities are held):


 


	 	Name of broker:	 
	 	 	 
	 	Contact person:	 
	 	 	 
	 	Telephone No.:	 


 


Securities
 Holdings


 


Please
fill in all blanks in the following questions related to your beneficial ownership of the Company’s Ordinary
Shares. Generally, the term “beneficial ownership” refers to any direct or indirect interest in the
securities which entitles you to any of the rights or benefits of ownership, even though you may not be the holder of record of
the securities. For example, securities held in “street name” over which you exercise voting or investment power would
be considered beneficially owned by you. Other examples of indirect ownership include ownership by a partnership
in which you are a partner or by an estate or trust of which you or any member of your immediate family is a beneficiary.
Ownership of securities held in the names of your spouse, minor children or other relatives who live in the same household may
be attributed to you.


 


If
you have any reason to believe that any interest in securities of the Company which you may have, however remote, is a beneficial
interest, please describe such interest. For purposes of responding to this questionnaire, it is preferable to err on the side
of inclusion rather than exclusion. Where the SEC’s interpretation of beneficial ownership would require disclosure
of your interest or possible interest in certain securities of the Company, and you believe that you do not actually possess the
attributes of beneficial ownership, an appropriate response is to disclose the interest and at the same time disclaim
beneficial ownership of the securities.


 




    	C-17



    	 



    

 


Please
indicate the amount of Ordinary Shares of the Company or any of its subsidiaries which you beneficially owned as
of the date hereof.


 


For
each holding:


 


		•	State
                                         the nature of the holding (i.e., held in your own name, jointly, as a trustee
                                         or beneficiary of a trust, as a custodian, as an executor, in discretionary accounts,
                                         by your spouse or minor children, by a partnership of which you are a partner, etc.),
                                         and



 


		•	State
                                         whether you are the beneficial owner by reason of (i) sole voting power,
                                         (ii) shared voting power, (iii) sole investment power, (iv) shared investment power,
                                         (v) the right to acquire stock within 60 days of the end of the calendar year, and/or
                                         (vi) the right to acquire stock with the purpose of changing or influencing control.



 


		•	Indicate
                                         in the Remarks column whether you have sole or shared voting or investment power with
                                         respect to any such securities, and in what capacity (i.e., individual, general
                                         partner, trustee) you have such power or powers.



 


		•	If
                                         you wish to disclaim beneficial ownership of any shares listed, so indicate
                                         by writing the word “Disclaim” in the Remarks column below; you understand
                                         that such shares will be shown separately from your beneficial holdings and an appropriate
                                         disclaimer set forth.



 


		•	If
                                         any of the shares listed are subject to any claim, encumbrance, pledge or lien, so indicate
                                         in the Remarks column.



 


		1.	Your Interest
                                         in the Registrable Securities.



 


		(a)	State
                                         the number of such Registrable Securities beneficially owned by you.



 


	 	 


 


(b)         Other
than as set forth in your response to Item 1(a) above, do you beneficially own any other securities of the Company?


 


...
Yes.


 


...
No.


 




    	C-18



    	 



    

 


(c)           If
your answer to Item 1(b) above is yes, state the type, the aggregate amount and CUSIP No. (if applicable) of such other securities
of the Company beneficially owned by you:


 


	 	Type:	 
	 	 	 
	 	Aggregate amount:	 
	 	 	 
	 	CUSIP No.:	 


 


(d)           Did
you acquire the securities listed in Item 1(a) above in the ordinary course of business?


 


...
Yes.


 


...
No.


 


(e)           At
the time of your purchase of the securities listed in Item 1(a) above, did you have any agreements or understandings, directly
or indirectly, with any person to distribute the securities?


 


...
Yes.


 


...
No.


 


(f)           If
your response to Item 1(e) above is yes, please describe such agreements or understandings:


 


	 
	 
	 
	 
	 


 


		2.	Nature
                                         of Your Beneficial Ownership.



 


(a)         Does
someone other than yourself have Control over the securities listed in Item 1(a) above?


 


...
Yes.


 


...
No.


 


(b)         If
your response to Item 2(a) above is yes, name your controlling shareholder(s) or other person who has the ability to exercise
control over you (the "Controlling Entity"). If the Controlling Entity is not a natural person and is not a publicly
held entity, name each shareholder of such Controlling Entity. If any of these named shareholders are not natural persons or publicly
held entities, please provide the same information. This process should be repeated until you reach natural persons or a publicly
held entity.


 




    	C-19



    	 



    

 


		(A)(i)	Full
                                         legal name of Controlling Entity(ies) or natural person(s) with who have sole or shared
                                         voting or dispositive power over the Registrable Securities:



Business
address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):


	 	Address:	 
	 	 	 	 
	 	Telephone:	 
	 	 	 	 
	 	Fax:	 
	 	 	 	 
	 	Name of shareholder:;	 
	 	 	 
	 	 	 	 
	 	 	 
	 	 	 	 


 


		(B)(i)	Full
                                         legal name of Controlling Entity(ies):






	 	 	 
	 	 	 	 





 


Business
address (including street address) (or residence if no business address), telephone number and facsimile number of such person(s):


 


	 	Address:	 
	 	 	 	 
	 	Telephone:	 
	 	 	 	 
	 	Fax:	 
	 	 	 	 
	 	Name of shareholders:	 
	 	 	 	 


 


If
you need more space for this response, please attach additional sheets of paper. Please be sure to indicate your name and the
number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper
before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your
responses to the following questions.


 




    	C-20



    	 



    

 


		3.	5% Stockholders



 


To
the best of my knowledge, all persons (including myself and my associates and including corporations, partnerships,
trusts, associations and other such groups) who beneficially own more than 5% of any class of the Company’s
stock are described below:


 


	Name
    of
 Beneficial
 Owner	 	 	Class
    of Shares
 Beneficially
 Owned	 	 	Holder
    of Voting
 or Investment
 Power	 
	 		 	 	 		 	 	 		 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



 




    	C-21



    	 



    

 


		4.	No Adverse
                                         Interest



 


All
interests I or my associates have or will have that are adverse to the Company interests in any pending or contemplated
legal proceeding or government investigation to which the Company is or will be a party (or to which its property may be subject)
are described below:


 




    	C-22



    	 



    

 


		5.	Voting
                                         Arrangement



 


All
voting trusts or similar agreements or arrangements of which I have knowledge under which more than 5% of the Company’s
outstanding Ordinary Shares, on an as converted basis, is held or to be held are described below:


 


	Names
    and Addresses of Voting Trustees	 	 	Voting
    Rights and Other Powers

    Under Trust, Agreement or Arrangement	 
	 		 	 	 		 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 




    	C-23



    	 



    

 


		6.	Change
                                         in Control



 


All
arrangements of which I have knowledge, including any pledge by any person of securities
of the Company, the operations of which may at a subsequent date result in a change in control
of the Company, are described below:


 




    	C-24



    	 



    

 


Transactions
with the Company


 


1.         Information
regarding all material interests of yours or your associates in any actual or proposed transaction during the last
three fiscal years to which the Company was or is to be a party and that are identified under “Securities Holdings”
above) is provided below. Further, no such transaction need be described if:


 


(a)        the
amount involved (including all periodic installments in the case of any lease or other agreement provided for periodic payments
or installments and including the value of all transactions In a series of similar transactions) does not exceed $60,000;


 


(b)        the
rates or charges involved in the transaction are fixed by law or governmental authority or determined by competitive bids;


 


(c)        the
services involved are as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture or other similar
service;


 


(d)        my
interest arises solely from my ownership of securities of the Company and I received no extra or special benefit not shared on
a pro rata basis by all other holders of securities in the same class;


 


(e)        my
interest in the corporation that is a party to the transaction is solely as a director; or


 


(f)         my
interest arose solely as an officer and/or director of the Company (e.g., my compensation arrangement with the Company).


 


Description:


 




    	C-25



    	 



    

 


AFFILIATION
WITH ACCOUNTANTS OR ATTORNEYS


 


Described
below is any interest, affiliation or connection you have with any law firm or accounting firm that has been retained by the Company
during the last three fiscal years or is proposed to be retained by the Company:


 




    	C-26



    	 



    

 


Contracts
with the Company


 


Described
below are all contracts with the Company or in which the Company has a beneficial interest, or to which the Company has succeeded
by assumption or assignment, to which you or any of your associates is a party, which are to be performed in whole
or in part at or after the date of the proposed filing of the Registration Statement, or which were made not more than two years
prior thereto:


 




    	C-27



    	 



    

 


FINRA-Related
 Questions


 


1.        Are
you (i) a “member” of the Financial Industries Regulatory Authority, Inc. (“FINRA”), (ii) an “affiliate”
of a member of the FINRA, (iii) a “person associated with a member” or “associated person of a member”
of the FINRA or (iv) associated with an “underwriter or related person” with respect to the proposed public offering
of the Company’s securities?


 


	 	Yes         	 	No        


 


For
the sole purpose of this Question: (i) the FINRA defines a “member” as being either any broker or dealer admitted
to membership in the FINRA or any officer or partner of such a member or the executive representative of such member or the substitute
for such representative; (ii) the term “affiliate” means a person that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is in common control with the person specified. Persons who have acted or are
acting on behalf or for the benefit of a person include, but are not necessarily limited to, directors, officers, employees, agents,
consultants and sales representatives; (iii) the FINRA defines a “person associated with a member” or “associated
person of a member” as being every sole proprietor, partner, officer, director or branch manager of any member, or any natural
person occupying a similar status or performing similar functions, or any natural person engaged in the investment banking or
securities business who is directly or indirectly controlling or controlled by such member (for example, any employee), whether
or not any such person is registered or exempt from registration with the FINRA; and (iv) the term “underwriter or related
person” includes, with respect to a proposed offering, underwriters, underwriters’ counsel, financial consultants
and advisers, finders, members of the selling or distribution group, and any and all other persons associated with or related
to any such persons.


 


If
yes, kindly describe such relationship (whether direct or indirect) and please respond to


Questions
(2) and (3) below; if no, please proceed to Question (4).


 


2.        Please
set forth information as to all purchases and acquisitions (including contracts for purchase or acquisition) of securities of
the Company by you, regardless of the time acquired or the source from which derived:


 


	Seller or	 	Amount and	 	Price or Other	 	 
	Prospective
    Seller	 	Nature
    of Securities	 	Consideration	 	Date
		 		 		 	
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 



 


3.        In
connection with your direct or indirect affiliation or association with a “member” of the FINRA as set forth above
in Question (1), please furnish the identity of such FINRA member and any information, if known, as to whether such FINRA member
intends to participate in any capacity in this proposed initial public offering, including the details of such participation:


 




    	C-28



    	 



    

 


4.        Please
describe any underwriting compensation and arrangement or any dealings known to you between any “underwriter or related
person”, “member” of the FINRA, “affiliate” of a member of the FINRA, “person associated with
a member”, or “associated person of a member” of the FINRA on the one hand and the Company or controlling shareholder
thereof on the other hand, other than information relating to the proposed initial public offering of the Company:


 


5.        Please
set out below any information, if known, as to whether any “member” of the FINRA, any “underwriter or related
person”, “affiliate” or a member of the FINRA, “person associated with a member” or “associated
person of a member” of the FINRA may receive any portion of the net offering:


 


For
subscribers answering “Yes” to Item 1 above:


 


The
undersigned FINRA member form acknowledges receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules of
Fair Practice.


 


	 	 
	Name of FINRA Member Firm	 


 


	By:	 	 	Date:	 
	 	Authorized Officer	 	 


 




    	C-29



    	 



    

 


The
undersigned (including its donees or pledgees) intends to distribute the Registrable Securities listed above pursuant to the Registration
Statement only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned or,
alternatively, through underwriters, broker-dealers or agents. If the Registrable Securities are sold through underwriters, broker-dealers
or agents, the Selling Holder will be responsible for underwriting discounts or commissions or agents' commissions. Such Registrable
Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying
prices determined at the time of sale or at negotiated prices. Such sales may be effected in transactions (which may involve block
transactions) (i) on any national securities exchange or quotation service on which the Registrable Securities may be listed or
quoted at the time of sale, (ii) in the over-the-counter market, or (iii) in transactions otherwise than on such exchanges or
services or in the over-the-counter market.


 


I
understand that material misstatements or the omission of material facts in the Registration Statement may give rise to civil
and criminal liabilities to the Company, to each officer and director of the Company signing the Registration Statement and other
persons signing the Registration Statement. I will notify you and the Company of any misstatement of a material fact in the Registration
Statement or any amendment thereto, and of the omission of any material fact necessary to make the statements contained therein
not misleading, as soon as practicable after a copy of the Registration Statement or any such amendment has been provided to me.


 


I
confirm that the foregoing statements are correct, to the best of my knowledge and belief.


 


	Dated:	 	.	 
	 	 
	 	Very truly yours,
	 	 
	 	
	 	(Signature)
	 	 
	 	
	 	(Typed or Printed Name)


 




    	C-30



    	 



    

 


Definitions


 


The
term “arrangement” means any plan, contract, authorization or understanding whether or not set forth
in a formal document.


 


The
term “associate” as used throughout this questionnaire, means (a) any corporation or organization (other
than the Company) of which I am an officer, director or partner or of which I am, directly or indirectly, the beneficial owner
of 5% or more of any class of equity securities, (b) any trust or other estate in which I have a substantial beneficial interest
or as to which I serve as trustee or in a similar capacity, (c) my spouse, (d) any relative of my spouse or any relative of mine
who has the same home as me or who is a director or officer or key executive of the Company, (e) any partner, syndicate member
or person with whom I have agreed to act in concert with respect to the acquisition, holding, voting or disposition of shares
of the Company’s securities.


 


The
term “beneficially owned” when used in connection with the ownership of securities, means (a) any interest
in a security which entitles me to any of the rights or benefits of ownership even though I may not be the owner of record or
(b) securities owned by me directly or indirectly, including those held by me for my own benefit (regardless of how registered)
and securities held by others for my benefit (regardless of how registered), such as by custodians, brokers, nominees, pledgees,
etc., and including securities held by an estate or trust in which I have an interest as legatee or beneficiary, securities owned
by a partnership of which I am a partner, securities held by a personal holding company of which I am a stockholder, etc., and
securities held in the name of my spouse, minor children and any relative (sharing the same home). A “beneficial owner”
of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship
or otherwise has or shares:


 


(a)        voting
power which includes the power to vote, or to direct the voting of, such security;


and/or


 


(b)        investment
power which includes the power to dispose, or to direct the disposition, of such security.


 


The
term “control” means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.


 


The
term “immediate family” means any relationship by blood, marriage or adoption, not more remote than
first cousin.


 


The
term “material,” when used in this questionnaire to qualify a requirement for the furnishing of information
as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to
be informed before purchasing the Ordinary Shares of the Company.


 




    	C-31



    	 



    

 


EXHIBIT
D


 


CELL
SOURCE FINANCIAL STATEMENTS


 




    	 



    	 



    

 


 


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page intentionally left blank.]