Warrant Certificate No.           


 


NEITHER THE SECURITIES REPRESENTED
BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


	Effective Date: [  ], 201    	 	Void After: [   ], 201    


 


CELL SOURCE, LTD.


 


WARRANT TO PURCHASE ORDINARY


SHARES


 


Cell Source,
Ltd., and Israel corporation (the “Company”), for value received on __________ __, 20__ (the “Effective Date”),
hereby issues to _______________________ (the “Holder” or “Warrant Holder”) this Warrant (the “Warrant”)
to purchase, [        ] shares (each such share as from time to time adjusted as hereinafter provided being a “Warrant
Share” and all such shares being the “Warrant Shares”) of the Company’s Ordinary Shares (as
defined below), at the Exercise Price (as defined below), as adjusted from time to time as provided herein, on or before [ ], 201_
(the “Expiration Date”), all subject to the following terms and conditions. This Warrant is one of a series
of warrants of like tenor that have been issued in connection with the Company’s private offering solely to accredited investors
of units in accordance with, and subject to, the terms and conditions described in 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 (the “Subscription Agreement” and the “Private Placement Memorandum” respectively).


 


As used in
this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on which commercial
banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii) “Ordinary
Shares” means the Ordinary Shares of the Company, each of nominal value of NIS 0.01, including any securities issued
or issuable with respect thereto or into which or for which such shares may be exchanged for, or converted into, pursuant to any
stock dividend, stock split, stock combination, recapitalization, reclassification, reorganization or other similar event; (iii)
“Exercise Price” means $0.75 per share of Ordinary Shares, subject to adjustment as provided herein; (iv) “Affiliate”
means any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, a person, as such terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Securities Act”); and (v) “Warrantholders” means the holders of Warrants issued pursuant
to the Subscription Agreement and Private Placement Memorandum.


 




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1.           DURATION
AND EXERCISE OF WARRANTS


 


(a)          Exercise
Period. The Holder may exercise this Warrant in whole or in part on any Business Day on or before 5:00 P.M., Eastern Time,
on the Expiration Date, at which time this Warrant shall become void and of no value.


 


(b)          Exercise
Procedures.


 


(i)         
While this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in
whole or in part at any time and from time to time by:


 


(A)         delivery
to the Company of a duly executed copy of the Notice of Exercise attached as Attachment A;


 


(B)         surrender
of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify
in writing to the Holder; provided, that the Company shall specify the same within 24 hours of receiving the Notice of Exercise;
and


(C)         payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank
draft or money order payable in lawful money of the United States of America.


 


(ii)         Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b), the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall
be effective immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions
set forth in Section 1(b) have been satisfied, as the case may be. On or before the first Business Day following the date on which
the Company has received each of the Notice of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent
(the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received
all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) provided that
the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, upon the request of the Holder, credit such aggregate number of shares of Ordinary Shares to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal
Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
issue and dispatch by overnight courier to the address as specified in the Notice of Exercise, a certificate, registered in the
Company’s share register in the name of the Holder or its designee, for the number of shares of Ordinary Shares to which
the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed
for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been
exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares.


 




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(iv)        If
the Company shall fail for any reason or for no reason to issue to the Holder, within three (3) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Ordinary Shares to which the Holder is entitled and register
such shares of Ordinary Shares on the Company’s share register or to credit the Holder’s balance account with DTC for
such number of shares of Ordinary Shares to which the Holder is entitled upon the Holder’s exercise of this Warrant, and
if on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Ordinary Shares to
deliver in satisfaction of a sale by the Holder of shares of Ordinary Shares issuable upon such exercise that the Holder anticipated
receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s
request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total
purchase price (including brokerage commissions, if any) for the shares of Ordinary Shares so purchased (the “Buy-In Price”),
at which point the Company’s obligation to deliver such certificate (and to issue such shares of Ordinary Shares) shall terminate,
or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such shares of Ordinary
Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number
of shares of Ordinary Shares, times (B) the closing bid price on the date of exercise.


 


(c)          Partial
Exercise. This Warrant shall be exercisable, either in its entirety or, from time to time, for part only of the number of Warrant
Shares referenced by this Warrant. If this Warrant is submitted in connection with any exercise pursuant to Section 1 and the number
of Warrant Shares represented by this Warrant submitted for exercise is greater than the actual number of Warrant Shares being
acquired upon such an exercise, then the Company shall as soon as practicable and in no event later than five (5) Business Days
after any exercise and at its own expense, issue a new Warrant of like tenor representing the right to purchase the number of Warrant
Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which
this Warrant is exercised.


 


(d)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 16.


 


2.           ISSUANCE
OF WARRANT SHARES


 


(a)          The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 




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(b)          The
Company shall register this Warrant upon records to be maintained by the Company for that purpose in the name of the record holder
of such Warrant from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner thereof
for the purpose of any exercise thereof, any distribution to the Holder thereof and for all other purposes.


 


(c)          The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 


3.           ADJUSTMENTS
OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES


 


(a)         The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Ordinary Shares in excess of its authorized but unissued shares of Ordinary Shares,
less all amounts of Ordinary Shares that have been reserved for issue upon the conversion of all outstanding securities convertible
into shares of Ordinary Shares and the exercise of all outstanding options, warrants and other rights exercisable for shares of
Ordinary Shares.


 


(i)          
Subdivision or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend,
stock split or otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately
increased, and conversely, in case the outstanding shares of Ordinary Shares of the Company shall be combined (whether by way of
stock combination, reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately
prior to such combination shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased.
The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive
event or events described in this Section 3(a)(i).


 


(ii)         Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Ordinary Shares (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to
receive, without payment therefore:


 




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(A)         any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Ordinary Shares,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B)         additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Ordinary Shares issued as a stock split or adjustments in respect of which
shall be covered by the terms of Section 3(a)(i) above), then and in each such case, the Exercise Price and the number of Warrant
Shares to be obtained upon exercise of this Warrant shall be adjusted proportionately, and the Holder hereof shall, upon the exercise
of this Warrant, be entitled to receive, in addition to the number of shares of Ordinary Shares receivable thereupon, and without
payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the
cases referred to above) that such Holder would hold on the date of such exercise had such Holder been the holder of record of
such Ordinary Shares as of the date on which holders of Ordinary Shares received or became entitled to receive such shares or all
other additional stock and other securities and property. The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted
in the same manner upon the happening of any successive event or events described in this Section 3(a)(ii).


 


(iii)        Reorganization,
Reclassification, Consolidation, Acquisition or Sale. If any recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially
all of its assets or other transaction shall be effected in such a way that holders of Ordinary Shares shall be entitled to receive
stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change,
lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase
and receive (in lieu of the shares of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon
the exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be
issued or payable with respect to or in exchange for a number of outstanding shares of such Ordinary Shares equal to the number
of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented
by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights
and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for
adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant and
registration rights) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable
upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation
thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing
such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed
or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation
to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder
may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last
address as it shall appear on the books and records of the Company, at least 10 calendar days before the effective date of the
Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as
of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their shares for securities,
cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein
or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder
is entitled to exercise this Warrant during the 10-day period commencing on the date of such notice to the effective date of the
event triggering such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation
or merger or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such shares
of stock, securities or assets even in the absence of a written instrument assuming such obligation to the extent such assumption
occurs by operation of law.


 




    	B-5



    	 



    

 


(b)          Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this Warrant
a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment
is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting forth: (i) such
adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at the time would
be received upon the exercise of the Warrant.


 


(c)          Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under this
Warrant in accordance with the basic intent and principles of such provisions, then the Company's Board of Directors will, in good
faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment pursuant to
this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to
this Section 3.


 


(d)          Adjustment
of Exercise Price Upon Issuance of Additional Shares of Ordinary Shares. In the event the Company shall at any time
prior to the Expiration Date issue Additional Shares of Ordinary Shares, as defined below, without consideration or for a
consideration per share less than the Exercise Price in effect immediately prior to such issue, then the Exercise Price shall
be reduced, concurrently with such issue, to a price (calculated to the nearest cent) determined by multiplying such Exercise
Price by a fraction, (A) the numerator of which shall be (1) the number of shares of Ordinary Shares outstanding immediately
prior to such issue plus (2) the number of shares of Ordinary Shares which the aggregate consideration received or to be
received by the Company for the total number of Additional Shares of Ordinary Shares so issued would purchase at such
Exercise Price; and (B) the denominator of which shall be the number of shares of Ordinary Shares outstanding immediately
prior to such issue plus the number of such Additional Shares of Ordinary Shares so issued; provided that, (i) for the
purpose of this Section 3(d), all shares of Ordinary Shares issuable upon conversion or exchange of convertible securities
outstanding immediately prior to such issue shall be deemed to be outstanding, and (ii) the number of shares of Ordinary
Shares deemed issuable upon conversion or exchange of such outstanding convertible securities shall be determined without
giving effect to any adjustments to the conversion or exchange price or conversion or exchange rate of such convertible
securities resulting from the issuance of Additional Shares of Ordinary Shares that is the subject of this calculation. For
purposes of this Warrant, “Additional Shares of Ordinary Shares” shall mean all shares of Ordinary Shares issued
by the Company after the Effective Date (including without limitation any shares of Ordinary Shares issuable upon conversion
or exchange of any convertible securities or upon exercise of any option or warrant, on an as-converted basis), other than:
(i) shares of Ordinary Shares issued or issuable upon conversion or exchange of any convertible securities or exercise of any
options or warrants outstanding on the Effective Date or pursuant to or in connection with any agreement in effect as of the
Effective Date; (ii) shares of Ordinary Shares issued or issuable by reason of a dividend, stock split, split-up or other
distribution on shares of Ordinary Shares that is covered by Sections 3(a)(i) through 3(a)(iii) above; (iii) shares
of Ordinary Shares (or options with respect thereto) issued or issuable to employees or directors of, or consultants to, the
Company or any of its subsidiaries for services; (iv) any securities issued or issuable by the Company pursuant to or in
connection with (A) the Company’s Private Placement Memorandum and Subscription Agreements thereunder or (B) the
Acquisition or the Transactions (as defined in the Private Placement Memorandum); (v) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of disinterested directors of the Company, provided that any
such issuance shall only be to a person which is, itself or through its subsidiaries, an operating company in a business
synergistic with the business of the Company and in which the Company receives benefits in addition to the investment of
funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising
capital or to an entity whose primary business is investing in securities and (vi) securities issued to financial
institutions, institutional investors or lessors in connection with credit arrangements, equipment financings or similar
transactions approved by a majority of disinterested directors of the Company, but shall not include a transaction in which
the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is
investing in securities. The provisions of this Section 3(d) shall not operate to increase the Exercise Price.


 




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Upon each adjustment of the Exercise
Price pursuant to the provisions of this Section 3(d), the number of Warrant Shares issuable upon exercise of this Warrant
shall be adjusted by multiplying a number equal to the Exercise Price in effect immediately prior to such adjustment by the
number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment and dividing the product
so obtained by the adjusted Exercise Price.


 


(e)          Other
Adjustments. If at any time conditions shall arise by reason of action taken by the Company which in the reasonable opinion
of the Board of Directors are not adequately covered by the provisions hereof and which might materially and adversely affect the
rights of the Holder or if at any time any such conditions are expected to arise by reason of any action contemplated by the Company,
the Board of Directors shall make adjustments, if any (not inconsistent with the standards established in this Section 3), of the
Warrant price (including, if necessary, any adjustment as to the securities for which the Warrants may thereafter be exercisable)
and any distribution which is or would be required to preserve the rights of the Holder.


 


(f)          No
Dilution or Impairment. Subject to the provisions of Section 3(a)(iii), the Company will not, by amendment of its restated
articles of incorporation or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets
or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants, but will
at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary
or appropriate in order to protect the rights of the holders of the Warrants against dilution or other impairment.


 




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4.           REDEMPTION
OF WARRANTS


 


(a)          General.
Prior to the Expiration Date, the Company shall have the option, subject to the conditions set forth herein, to redeem all of the
Warrants then outstanding upon not less than thirty (30) days nor more than sixty (60) days prior written notice to the Warrant
Holders at any time provided that, at the time of delivery of such notice (i) there is an effective registration statement
covering the resale of the Warrant Shares, and (ii) the average trading price of the Company’s Ordinary Shares, or shares
into which the Ordinary Shares have been exchanged pursuant to the Acquisition (as defined in the Subscription Agreement), for
each of the twenty (20) consecutive trading days prior to the date of the notice of redemption is at least $2.50, as proportionately
adjusted to reflect any stock splits, stock dividends, combination of shares or like events, with an average daily trading volume
during such period of 100,000 shares.


 


(b)          Notice.
Notice of redemption will be effective upon mailing in accordance with this Section and such date may be referred to below as the
“Notice Date.” Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not
less than 30 days prior to the date fixed for redemption to the Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Holder received such notice.


 


(c)          Redemption
Date and Redemption Price. The notice of redemption shall state the date set for redemption, which date shall be not less than
thirty (30) days, or more than sixty (60) days, from the Notice Date (the “Redemption Date”). The Company shall
not mail the notice of redemption unless all funds necessary to pay for redemption of the Warrants to be redeemed shall have first
been set aside by the Company for the benefit of the Warrant Holders so as to be and continue to be available therefor. The redemption
price to be paid to the Warrant Holders will be $2.50 for each share of Ordinary Shares of the Company to which the Warrant Holder
would then be entitled upon exercise of the Warrant being redeemed, as adjusted from time to time as provided herein (the “Redemption
Price”).


 


(d)          Exercise.
Following the Notice Date, the Warrant Holders may exercise their Warrants in accordance with Section 1 of this Warrant between
the Notice Date and 5:00 p.m. Eastern Time on the Redemption Date and such exercise shall be timely if the form of election to
purchase duly executed and the Warrant Exercise Price for the shares of Ordinary Shares to be purchased are actually received by
the Company at its principal offices prior to 5:00 p.m. Eastern Time on the Redemption Date.


 


(e)          Mailing.
If any Warrant Holder does not wish to exercise any Warrant being redeemed, he should mail such Warrant to the Company at its principal
offices after receiving the notice of redemption. On and after 5:00 p.m. Eastern Time on the Redemption Date, notwithstanding that
any Warrant subject to redemption shall not have been surrendered for redemption, the obligation evidenced by all Warrants not
surrendered for redemption or effectively exercised shall be deemed no longer outstanding, and all rights with respect thereto
shall forthwith cease and terminate, except only the right of the holder of each Warrant subject to redemption to receive the Redemption
Price for each share of Ordinary Shares to which he would be entitled if he exercised the Warrant upon receiving notice of redemption
of the Warrant subject to redemption held by him.


 




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5.           TRANSFERS
AND EXCHANGES OF WARRANT AND WARRANT SHARES


 


(a)          Registration
of Transfers and Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Attachment B, to the Secretary of the Company at its principal offices or at
such other office or agency as the Company may specify in writing to the Holder, the Company shall register the transfer of all
or any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the
form of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing
the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)          Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number of
Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions regarding
such re-certification of this Warrant to the Secretary of the Company at its principal offices or at such other office or agency
as the Company may specify in writing to the Holder.


 


(c)          Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under the Securities Act or (ii) an
exemption from such registration and a written opinion of legal counsel addressed to the Company that the proposed transfer of
the Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 


(d)          Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with or
without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the Holder’s Affiliates (as such
term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required by Section
5(c)(ii), provided, that the Holder delivers to the Company and its counsel certification, documentation, and other assurances
reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion to the Company’s
Transfer Agent that such transfer does not violate applicable securities laws.


 




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6.           MUTILATED
OR MISSING WARRANT CERTIFICATE


 


If this Warrant
is mutilated, lost, stolen or destroyed, upon request by the Holder, the Company will, at its expense, issue, in exchange for and
upon cancellation of the mutilated Warrant, or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in substantially
the form of this Warrant, representing the right to acquire the equivalent number of Warrant Shares; provided, that, as
a prerequisite to the issuance of a substitute Warrant, the Company may require satisfactory evidence of loss, theft or destruction
as well as an indemnity from the Holder of a lost, stolen or destroyed Warrant.


 


7.           PAYMENT
OF TAXES


 


The Company
will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant and the Warrant
Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance or delivery of
certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other than to the
Holder.


 


8.           FRACTIONAL
WARRANT SHARES


 


No fractional
Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant Share, shall
round up the number of Warrant Shares issuable to nearest whole share.


 


9.           NO
STOCK RIGHTS AND LEGEND


 


No holder of
this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that may at any
time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder of this Warrant,
as such, the rights of a stockholder of the Company or the right to vote for the election of directors or upon any matter submitted
to stockholders at any meeting thereof, or give or withhold consent to any corporate action or to receive notice of meetings or
other actions affecting stockholders (except as provided herein), or to receive dividends or subscription rights or otherwise (except
as provide herein).


 


Each certificate
for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued to any subsequent
transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED
OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.”


 




    	B-10



    	 



    

 


10.         REGISTRATION
RIGHTS


 


The Holder
shall be entitled to the registration rights as are contained in the Registration Rights Agreement of even date herewith, by and
among the Company, the Holder and the other subscribers of the Company’s securities pursuant to the Subscription Agreements,
the provisions of which are deemed incorporated herein by reference.


 


11.         NOTICES


 


All notices,
consents, waivers, and other communications under this Warrant must be in writing and will be deemed given to a party when (a)
delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b) sent by
facsimile or e-mail with confirmation of transmission (with respect to facsimile) by the transmitting equipment; (c) received or
rejected by the addressee, if sent by certified mail, return receipt requested, if to the registered Holder hereof; or (d) seven
days after the placement of the notice into the mails (first class postage prepaid), to the Holder at the address, facsimile number,
or e-mail address furnished by the registered Holder to the Company in accordance with the Subscription Agreement by and between
the Company and the Holder, or if to the Company, to it at 65 Yigal Alon Street, 23rd Floor, Tel Aviv 67433, Israel,
Attention: Itamar Shimrat, Chief Executive Officer, e-mail: ishimrat@cell-source.com (or to such other address, facsimile number,
or e-mail address as the Holder or the Company as a party may designate by notice the other party) with a copy to Sichenzia Ross
Friedman Ference LLP, 61 Broadway, 32nd Floor, New York, NY 10006, Fax: 212-930-9725, Attention: Gregory Sichenzia,
Esq.


 


12.         SEVERABILITY


 


If a court
of competent jurisdiction holds any provision of this Warrant invalid or unenforceable, the other provisions of this Warrant will
remain in full force and effect. Any provision of this Warrant held invalid or unenforceable only in part or degree will remain
in full force and effect to the extent not held invalid or unenforceable.


 


13.         BINDING
EFFECT


 


This Warrant
shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the registered Holder
or Holders from time to time of this Warrant and the Warrant Shares.


 


14.         SURVIVAL
OF RIGHTS AND DUTIES


 


This Warrant shall terminate and be of no
further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date or the date on which this Warrant
has been exercised in full.


 




    	B-11



    	 



    

 


15.         GOVERNING
LAW


 


This Warrant
will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles that would
require the application of any other law.


 


16.         DISPUTE
RESOLUTION


 


In the case
of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall
submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Notice of
Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon
such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination
or arithmetic calculation being submitted to the Holder, then the Company shall, within two Business Days, submit via facsimile
(a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved
by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant.
The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations
or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from the time it receives
the disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation, as
the case may be, shall be binding upon all parties absent demonstrable error.


 


17.         NOTICES
OF RECORD DATE


 


Upon (a) any
establishment by the Company of a record date of the holders of any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of the Company,
or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation of the Company
with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any voluntary or involuntary
dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority of the Company’s
voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any combination thereof), the
Company shall mail to the Holder at least ten (10) Business Days, or such longer period as may be required by law, prior to the
record date specified therein, a notice specifying (i) the date established as the record date for the purpose of such dividend,
distribution, option or right and a description of such dividend, option or right, (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected to become effective
and (iii) the date, if any, fixed as to when the holders of record of Ordinary Shares shall be entitled to exchange their shares
of Ordinary Shares for securities or other property deliverable upon such reorganization, reclassification, transfer, consolation,
merger, dissolution, liquidation or winding up.


 




    	B-12



    	 



    

 


18.         RESERVATION
OF SHARES


 


The Company
shall reserve and keep available out of its authorized but unissued shares of Ordinary Shares for issuance upon the exercise of
this Warrant, free from pre-emptive rights, such number of shares of Ordinary Shares for which this Warrant shall from time to
time be exercisable. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation. Without limiting the generality of the foregoing,
the Company covenants that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant
and use commercially reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited to
consents from the Company’s stockholders or Board of Directors or any public regulatory body, as may be necessary to enable
the Company to perform its obligations under this Warrant.


 


19.         NO
THIRD PARTY RIGHTS


 


This Warrant
is not intended, and will not be construed, to create any rights in any parties other than the Company and the Holder, and no person
or entity may assert any rights as third- party beneficiary hereunder.


 


[SIGNATURE PAGE FOLLOWS]


 




    	B-13



    	 



    

 


IN WITNESS WHEREOF, the Company has
caused this Warrant to be duly executed as of the date first set forth above.


 


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


 




    	B-14



    	 



    

 


ATTACHMENT A


 


NOTICE OF EXERCISE


 


(To be executed by the Holder
of Warrant if such Holder desires to exercise Warrant)


 


To Cell Source, Ltd.:


 


The undersigned hereby irrevocably elects to exercise
this Warrant and to purchase thereunder, ________ full shares of Cell Source, Ltd. Ordinary Shares issuable upon exercise of
the Warrant and delivery of:


$________ (in cash as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant.


 


The undersigned requests that certificates for such
shares be issued in the name of:


 


 


 



(Please print name, address and social security
or federal employer


identification number (if applicable))


 


 


 



 


 


 



  


If the shares
issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire upon the exercise
of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued in the name of and
delivered to:


 


 



(Please print name, address and social security
or federal employer


identification number (if applicable))


 





 



  


 






 





	 	Name of Holder (print):	 
	 	(Signature):	 
	 	(By:)	 
	 	(Title:)	 
	 	Dated:	 







 




    	B-15



    	 



    

 


ATTACHMENT B


 


FORM OF ASSIGNMENT


 


FOR VALUE RECEIVED,                                                                         hereby
sells, assigns and transfers to each assignee set forth below all of the rights of the undersigned under the Warrant (as defined
in and evidenced by the attached Warrant) to acquire the number of Warrant Shares set opposite the name of such assignee below
and in and to the foregoing Warrant with respect to said acquisition rights and the shares issuable upon exercise of the Warrant:


 





	Name of Assignee	 	Address	 	Number of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 










 


If the total of the
Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests that a new Warrant
evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to the undersigned.


 





	 	Name of Holder (print):	 
	 	(Signature):	 
	 	(By:)	 
	 	(Title:)	 
	 	Dated:	 










 




    	B-16