Exhibit 10.2


 


SECURITIES
PURCHASE AGREEMENT


 


This Securities Purchase Agreement
(this “Agreement”) is dated as of December [__], 2022, between Pluri Inc., a Nevada corporation (the “Company”),
and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”
and collectively the “Purchasers”).


 


WHEREAS, subject to the terms
and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”) and Rule 506(b) of Regulation D and Rule 903 of Regulation S promulgated thereunder, the Company desires to issue and
sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company
as more fully described in this Agreement.


 


NOW, THEREFORE, IN CONSIDERATION
of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and each Purchaser agree as follows:


 


ARTICLE I.

DEFINITIONS


 


1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms
have the meanings set forth in this Section 1.1:


 


“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a legal holiday
in the State of Israel, or any day on which banking institutions in the State of New York or the State of Israel are authorized or required
by law or other governmental action to close; provided, however, that, for calculating a Business Day, any action to be taken by the Company
hereunder, a Friday as of and after 1:00 p.m. (Tel Aviv time) shall not be considered a Business Day.


 


“Closing”
means the closing of the purchase and sale of the Shares pursuant to Section 2.1.


 


“Closing
Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties
thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s
obligations to deliver the Shares, in each case, have been satisfied or waived, but in no event later than [___________] following the
date hereof.


 


“Commission”
means the United States Securities and Exchange Commission.


 


“Common
Stock” means the common shares of the Company, par value $0.00001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.


 


“Disclosure
Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and
before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date
hereof, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day,
no later than 9:01 a.m. (New York City time) on the date hereof.


 






     


     


    

 


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


 


“Irrevocable
Proxy” means the form of irrevocable proxy annexed hereto as Exhibit A.


 


“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.


 


“Material
Adverse Effect” means (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document,
(ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the
Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material
respect on a timely basis its obligations under any Transaction Document.


 


“Per Share
Purchase Price” equals $[__], subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company,
joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition) pending or, to the Company’s knowledge, threatened in writing against or affecting the Company, any Subsidiary
or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority
(federal, state, county, local or foreign).


 


“SEC Reports”
shall have the meaning ascribed to such term in Section 3.1(e).


 


“Securities”
means the Shares, the Warrants and the Warrant Shares.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued or issuable to each Purchaser pursuant to this Agreement.


 


“Shareholder
Approval” means the approval by the shareholders of the Company to approve an increase to the authorized share capital of the
Company in an amount to be determined by the Board of Directors of the Company.


 


“Short
Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be
deemed to include locating and/or borrowing shares of Common Stock). 


 


“Subscription
Amount” means, as to each Purchaser, the aggregate amount to be paid for Shares purchased hereunder as specified below such
Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States
dollars and in immediately available funds.


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock
Exchange (or any successors to any of the foregoing).


 






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“Transaction
Documents” means this Agreement, the Warrants and the Irrevocable Proxy and all exhibits and schedules thereto and hereto and
any other documents or agreements executed in connection with the transactions contemplated hereunder.


 


“Transfer
Agent” means American Stock Transfer and Trust Company, LLC, the current transfer
agent of the Company, with a mailing address of 6201 15th Avenue, 2nd Floor, Brooklyn, NY 11219,
and any successor transfer agent of the Company.


 


“Warrants”
means the Warrant in the form of Exhibit B attached hereto, to purchase shares of Common Stock at an exercise price of $1.03 per
share, exercisable upon the later of the six month anniversary of its issuance or upon receipt of Shareholder Approval and expiring three
years thereafter.


 


“Warrant
Shares” means the shares of Common Stock issuable upon exercise of the Warrants.


 


ARTICLE II.

PURCHASE AND SALE


 


2.1 Closing.
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery
of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase,
an aggregate of up to $12 million of Shares and accompanying Warrant, with an aggregate value for each Purchaser equal to such Purchaser’s
Subscription Amount as set forth on the signature page hereto executed by such Purchaser. Prior to Closing, each Purchaser shall deliver
to the Company, via wire transfer of immediately available funds in cash equal to its Subscription Amount, and as of the Closing (i) the
Company shall deliver to each Purchaser the Shares and/or Common Shares, as applicable, and the Warrants, and (ii) the Company and each
Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing, provided that it shall not be a condition
for the Closing as to any Purchaser that any other Purchaser shall have delivered the items set forth in Section 2.2 to be delivered by
such other Purchaser. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur at
the offices of legal counsel to the Company or such other location as the parties shall mutually agree (and such Closing may be undertaken
remotely by electronic exchange of documentation).


 


2.2 Deliveries.


 


(a) On
or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:


 


(i) this
Agreement duly executed by the Company; and


 


(ii) on
the Closing Date, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Per Share
Purchase Price, registered in the name of such Purchaser (it being agreed, however, that each Purchaser shall, upon consummation of each
Closing, be the record holder of such Shares);


 


(iii) on
the Closing Date, the Warrants registered in the name of such Purchaser such that, in the aggregate, the number of Warrant Shares exercisable
by such Purchaser will be equal to 100% of the Shares issuable to such Purchaser.


 


(b) On
or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company the following:


 


(i) this
Agreement duly executed by such Purchaser;


 


(ii) a
fully executed Irrevocable Proxy;


 


(iii) if
you are an Accredited Investor (as defined herein), an executed copy of the Accredited Investor Questionnaire set forth on Exhibit
C-1;


 


(iv) if
you are a Non-U.S. Person (as defined herein), an executed copy of the Regulation S Questionnaire set forth on Exhibit C-2; and


 


(v) such
Purchaser’s Subscription Amount, which shall be made available for “Delivery Versus Payment” settlement with the Company
or its designees.


 






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2.3 Closing
Conditions.


 


(a) The
obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as
of a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed;
and


 


(iii) the
delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.


 


(b) The
respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:


 


(i) the
accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect,
in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of
a specific date therein in which case they shall be accurate as of such date);


 


(ii) all
obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;


 


(iii) the
delivery by the Company of the items set forth in Section 2.2(a) of this Agreement; and


 


(iv) there
shall have been no Material Adverse Effect with respect to the Company since the date hereof.


 


ARTICLE III.

REPRESENTATIONS AND WARRANTIES


 


3.1 Representations
and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser:


 


(a) Organization
and Qualification. The Company is an entity duly incorporated or otherwise organized, validly existing and in good standing under
the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties
and assets and to carry on its business as currently conducted.


 


(b) Authorization;
Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby,
including the issuance of the Securities, has been duly authorized by all necessary action on the part of the Company. This Agreement
is the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 






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(c) Issuance
of the Shares; Registration. The Shares are duly authorized and, when issued and paid for in accordance this Agreement, will be duly
and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.


 


(d) SEC
Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be
filed by the Company under the Securities Act and Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one (1)
year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing
materials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the Prospectus
Supplement, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension
of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates,
the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and
none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to
be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.


 


3.2 Representations
and Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate
as of such date):


 


(a) Organization;
Authority. Such Purchaser is either an individual or an entity duly incorporated or formed, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company
or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise
to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such
Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership,
limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a
party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute
the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited
by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application
affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable
law.


 


(b) Understandings
or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement
or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty
not limiting such Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). Such
Purchaser is acquiring the Securities hereunder in the ordinary course of its business.


 


(c) Experience
of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience
in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities,
and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the
Securities and, at the present time, is able to afford a complete loss of such investment.


 


(d) Access
to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits
and schedules thereto) and the SEC Reports and has been afforded, (i) the opportunity to ask such questions as it has deemed necessary
of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities
and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results
of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity
to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to make an informed investment decision with respect to the investment


 


(e) Certain
Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has
any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or
sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first
received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms
of the transactions contemplated hereunder and ending immediately prior to the execution hereof.


 






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(f) Purchaser
Status.  At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on
which it exercises any Warrants, it will be a “non-US person” as defined in Regulation S (“Regulation S”) as promulgated
under the Securities Act and/or an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under
the Securities Act.


 


(g) General
Solicitation.  Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication
regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any
seminar or, to the knowledge of such Purchaser, any other general solicitation or general advertisement.


 


The Company acknowledges and
agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on
the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any
other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation
of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute
a representation or warranty, or preclude any actions.


 


ARTICLE IV.

OTHER AGREEMENTS OF THE PARTIES


 


4.1  Legends.


 


(a) The
Securities may only be disposed of in compliance with U.S. state and U.S. federal securities laws. In connection with any transfer of
Securities other than pursuant to an effective Registration Statement or Rule 144, to the Company or to an Affiliate of a Purchaser or
in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall
be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities
under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement
and shall have the rights and obligations of a Purchaser under this Agreement.


 


(b) The
Purchasers agree to the imprinting, so long as required by this Section 4.1, of a legend on the Securities substantially in the following
form (in addition to any legend required by applicable state securities or “blue sky” laws):


 


“[NEITHER] THIS SECURITY [NOR
THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES
[AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED.”


 


Each certificate
representing the Securities, if such securities are being offered to Purchasers in reliance upon Regulation S, shall be stamped or otherwise
imprinted with a legend substantially in the following form (in addition to any legend required by applicable state securities or “blue
sky” laws):


 


“[NEITHER] THIS SECURITY [NOR
THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY
TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN
OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES [OR THE SECURITIES ISSUABLE
UPON EXERCISE OF THIS SECURITY] MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS
INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”


 






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4.2 Securities
Laws Disclosure; Publicity. If required pursuant to all applicable laws, the Company (a) may, by the Disclosure Time issue a press
release disclosing the material terms of the transactions contemplated hereby, and (b) shall file a Current Report on Form 8-K, including,
to the extent required, the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act.
From and after the issuance of such press release, the Company represents to the Purchasers that it shall have publicly disclosed all
material, non-public information delivered to any of the Purchasers by the Company or any of its Subsidiaries, or any of their respective
officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective
upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, agents,
employees or Affiliates on the one hand, and any of the Purchasers or any of their Affiliates on the other hand, shall terminate. The
Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without
the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser,
with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure
is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement
or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name
of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such
Purchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commission
and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchasers
with prior notice of such disclosure permitted under this clause (b).


 


4.3 Certain
Transactions and Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor
any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales
of any of the Company’s securities during the period commencing with the execution of this Agreement and ending at such time that
the transactions contemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section
4.2.  Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated
by this Agreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.2, such Purchaser
will maintain the confidentiality of the existence and terms of such transactions. 


 


4.4 Form
D; Blue Sky Filings. The Company agrees to timely file a Form D, if required by applicable law, with respect to the Securities as
may be required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such
action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Shares for sale to
the Purchasers at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, if necessary,
and shall provide evidence of such actions promptly upon request of any Purchaser.


 


4.5 Shareholder
Approval. The Company shall hold a special meeting of stockholders (which may also be at the annual meeting of shareholders) at the
earliest practical date after the date hereof, and in any event within 200 days following the date hereof (“Shareholder Approval
Deadline”), for the purpose of obtaining Shareholder Approval, with the recommendation of the Company’s Board of Directors
that such proposal be approved, and the Company shall solicit proxies from its shareholders in connection therewith in the same manner
as all other management proposals in such proxy statement and all management-appointed proxyholders shall vote their proxies in favor
of such proposal. The Company shall use its best efforts to obtain such Shareholder Approval.


 






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ARTICLE V.

MISCELLANEOUS


 


5.1 Termination. 
This Agreement may be terminated by the Company, as to the Company’s obligations hereunder, by written notice to the other parties,
if the Closing has not been consummated on or before the [____________] following the date hereof; provided, however, that
no such termination will affect the right of any party to sue for any breach by any other party (or parties).


 


5.2 Fees
and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses
of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without
limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered
by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Shares to the Purchasers.


 


5.3 Entire
Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect
to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


5.4 Notices.
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via email
attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via facsimile at the
facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading
Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of
mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is
required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To
the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding
the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on
Form 8-K.


 


5.5 Amendments;
Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in
the case of an amendment, by the Company and Purchasers which purchased at least 50.1% in interest of the Securities based on the initial
Subscription Amounts hereunder or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought,
provided that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers),
the consent of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver
of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any
party to exercise any right hereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately,
materially and adversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the
other Purchasers shall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with
this Section 5.5 shall be binding upon each Purchaser and holder of Securities and the Company.


 


5.6 Headings.
The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any
of the provisions hereof.


 


5.7 Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.
The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other
than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or
transfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, by
the provisions of the Transaction Documents that apply to the “Purchasers.”




 






    8


     


    

 


5.8 No
Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
this Section 5.8.


 


5.9 Governing
Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts
of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions
contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates,
directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts
sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting
in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives
personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered
or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this
Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action
or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action or proceeding shall be
reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation,
preparation and prosecution of such action or proceeding.


 


5.10 Survival.
The representations and warranties of the Purchasers contained herein shall survive the Closing and the delivery of the Shares for a period
of two (2) years from the Closing.


 


5.11 Execution.
This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that
the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, 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 or “.pdf” signature page were an original
thereof.


 


5.12 Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force
and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts
to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.


 


5.13 Independent
Nature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several and
not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performance
of the obligations of any other Purchaser under any Transaction Document. Nothing contained herein or in any other Transaction Document,
and no action taken by any Purchaser pursuant hereto or thereto, shall be deemed to constitute the 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 the Transaction Documents. Each Purchaser shall be entitled to independently
protect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other Transaction
Documents, and it shall not be necessary for any other Purchaser to be joined as an additional party in any Proceeding for such purpose.
Each Purchaser has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. The
Company has elected to provide all Purchasers with the same terms and Transaction Documents for the convenience of the Company and not
because it was required or requested to do so by any of the Purchasers. It is expressly understood and agreed that each provision contained
in this Agreement and in each other Transaction Document is between the Company and a Purchaser, solely, and not between the Company and
the Purchasers collectively and not between and among the Purchasers.


 


5.14 Saturdays, Sundays,
Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein
shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.


 


5.15 Construction.
The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents
and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to
share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse and forward stock splits,
stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.


 


5.16 WAIVER
OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES
EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY
AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY. 


 


(Signature Pages Follow)


 




    9


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first
indicated above.


 


 


	pluri INC.	 	Address for Notice:
	 	 	MATAM Advanced Technology Park Building No. 5
	 	 	Haifa, Israel 3508409



 


	By:	                     	 	E-mail: Yaky@pluri-biotech.com

	 	Name:	Yaky Yanay	 	 
	 	Title:	CEO & President	 	 



 


	By:		 	E-mail: chenf@pluri-biotech.com
	 	Name:	Chen Franco Yehuda	 	 
	 	Title:	CFO	 	 



 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK


SIGNATURE PAGE FOR PURCHASER FOLLOWS]


 




    10


     


    

 


[PURCHASER SIGNATURE PAGES TO Plur
SECURITIES PURCHASE AGREEMENT] 


 


IN WITNESS WHEREOF, the undersigned
have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated
above.


 


U.S. Domestic Purchaser (please check): ______


 


Non-U.S. Purchaser (please check): ______


 


	Name of Purchaser:	 






	Signature of Authorized Signatory of Purchaser:	 






	Name of Authorized Signatory:	 






	Title of Authorized Signatory:	 






	Email Address of Authorized Signatory:	 



 


Address for Notice to Purchaser:


 


Subscription Amount: $_________________


 


Shares: _________________


 


Warrants: _________________


 


EIN Number (for U.S. Domestic Purchaser): ____________________


 







    11


     


    

 


Exhibit A


 


Irrevocable
Proxy


 


IRREVOCABLE PROXY dated
this [__] day of December, 2022 (this “Proxy”) by [_______], with an address at [_____________] (the
“Grantor”), in favor of Yaky Yanay and Chen Franco-Yehuda, each, with an address at c/o Pluri Inc., MATAM Advanced Technology Park Building No. 5,
Haifa, Israel 3508409 (the “Grantee”).


 


W I T N E S S E T H :


 


WHEREAS, the Grantor is the
beneficial owner of [_____] shares of common stock of Pluri Inc. (the “Corporation”) (the “Shares”);
and


 


WHEREAS, the Grantor may acquire
additional shares of common stock of the Corporation and seeks to have this Proxy govern over any such future acquired shares of the Corporation’s
common stock; and


 


WHEREAS, the Grantor desires
to grant to the Grantee an irrevocable proxy to vote all of the Shares held by the Grantor in the Corporation;


 


NOW THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor
agrees as follows:


 


ARTICLE I. The Grantor
hereby irrevocably appoints and constitutes the Grantee, his successors, assigns, representatives and estate, and each of them, the attorneys
and proxies of the Grantor with full power of substitution and resubstitution, to the full extent of the Grantor’s rights with respect
to the Shares, and any shares of the Corporation’s common stock acquired in the future, to vote such Shares in favor of any amendment
to the Corporation’s Articles of Incorporation, or any other charter documents, to increase the number of authorized shares of the
Corporation. Upon the execution hereof, all prior proxies given by the Grantor with respect to any of the Shares are hereby revoked, and
the Grantor agrees that no subsequent proxies will be given with respect to any of the Shares.


 


ARTICLE II. This Proxy
is irrevocable and is coupled with an interest.


 


ARTICLE III. The attorneys
and proxies named above will be empowered, and may exercise this Proxy to vote and dispose the Shares at any time on or after the date
hereof.


 


ARTICLE IV. This Proxy
shall be binding upon the successors and assigns of the Grantor (including any transferee of any of the Shares). This Proxy shall be valid
from the date hereof and shall terminate upon the earlier of (i) two (2) years or (ii) immediately following the approval by the shareholders
of the Company of an increase to the authorized share capital of the Company in an amount to be determined by the Board of Directors of
the Company.


 


ARTICLE V. If any provision
of this Proxy or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then
(a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to
applicable laws so as to be valid and enforceable to the fullest possible extent, (b) the invalidity or unenforceability of such provision
or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or
part thereof under any other circumstances or in any other jurisdiction, and (c) the invalidity or unenforceability of such provision
or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of
any other provision of this Proxy. Each provision of this Proxy is separable from every other provision of this Proxy, and each part of
each provision of this Proxy is separable from every other part of such provision.


 


ARTICLE VI. This Proxy
and all acts and transactions pursuant hereto shall be governed, construed and interpreted in accordance with the laws of the State of
Nevada as they apply to contracts entered into and wholly to be performed within such state by residents thereof.


 


ARTICLE VII. Except
as expressly provided herein, neither this Proxy nor any term hereof may be amended, waived, discharged or terminated other than by a
written instrument referencing this proxy and signed by the Grantor and the Grantee.


 


[signature page follows]


 




    12


     


    

 


IN WITNESS WHEREOF, the undersigned has executed
and delivered this Proxy on the date first set forth above.


 


	 	By: 	 
	 	Name: 	 
	 	Title:	 






 







    13


     


    

 


Exhibit B


 


Form
of Warrant 


 




    14


     


    

 


Exhibit C-1


 


Accredited
Investor Questionnaire (U.S. investor only)


 


The undersigned understands
that the representations contained below are made for the purpose of qualifying him or her as an “accredited investor” as
that term is defined in Regulation D of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the
“Act”), and for the purpose of inducing a sale of the securities to him or her. The undersigned hereby represents that the
statement or statements initialed below are true and correct in all respects. The undersigned understands that a false representation
may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against
the undersigned for damages.


 


		(a)	Accredited individual investors must initial at least one of the following statements:
	 	 	 



		____(1)	I certify that I am an accredited investor because I had individual income in excess of $200,000 in each
of the two most recent years or joint income with my spouse or spousal equivalent in excess of $300,000 in each of those years and have
a reasonable expectation of reaching the same income level in the current year;
	 	 	 



		____(2)	I certify that I am an accredited investor because I have an my individual net worth, or joint net worth
with my spouse and I have an individual net worth or spousal equivalent, in excess of exceeds $1,000,000. For purposes of calculating
net worth under this paragraph my primary residence is not included as an asset; indebtedness that is secured by my primary residence,
up to the estimated fair market value of the primary residence at the time of the sale of securities, is not be included as a liability
(except that if the amount of such indebtedness outstanding at the time of sale of securities exceeds the amount outstanding 60 days before
such time, other than as a result of the acquisition of the primary residence, the amount of such excess is included as a liability);
and indebtedness that is secured by my primary residence in excess of the estimated fair market value of the primary residence at the
time of the sale of securities is included as a liability.
	 	 	 



		____(3)	I certify that I am an accredited investor because I am a director or executive officer of Pluri Inc.
	 	 	 



		____(4)	I hold one of the following licenses in good standing: General Securities Representative license (Series
7), the Private



 






    15


     


    

 


Securities Offerings Representative
license (Series 82), or the Investment Adviser Representative license (Series 65).


 


(b) Accredited partnerships, corporations or other entities
must initial one or more of the following statements:


 


		____(1)	The undersigned hereby certifies that all of the beneficial equity owners of the undersigned qualify as
accredited individual investors under items (a)(1) to (a)(4) above or (b)(2) to (b)(11) below;
	 	 	 



		____(2)	The undersigned is a bank as defined in section 3(a)(2) of the Act, or any savings and loan association
or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;
	 	 	 



		____(3)	The undersigned is a broker or dealer registered pursuant to section 15 of the Securities Exchange Act
of 1934, as amended;
	 	 	 



		____(4)	The undersigned is an investment adviser registered pursuant to section 203 of the Investment Advisers
Act of 1940, as amended, or registered pursuant to the laws of a state;
	 	 	 



		____(5)	The undersigned is an investment adviser relying on the exemption from registering with the Securities
and Exchange Commission under section 203(l) or (m) of the Investment Advisers Act of 1940, as amended;
	 	 	 



		____(6)	The undersigned is an insurance company as defined in section 2(a)(13) of the Act;
	 	 	 



		____(7)	The undersigned is an investment company registered under the Investment Company Act of 1940, as amended
or a business development company as defined in section 2(a)(48) of that Act;
	 	 	 



		____(8)	The undersigned is a Small Business Investment Company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;



 


		____(9)	The undersigned is a Rural Business Investment Company as defined in section 384A of the Consolidated
Farm and Rural Development Act;
	 	 	 



		____(10)	 The undersigned is a plan established and maintained
by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of
its employees, if such plan has total assets in excess of $5,000,000;



 


		____(11)	The undersigned is an employee benefit plan within the meaning of Title I of the Employee Retirement Income
Security Act of 1974 and either (check one or more, as applicable):



 






    16


     


    

 





		____(a)	the investment
decision is made by a plan fiduciary, as defined therein, in Section 3(21), which is either a bank, savings and loan association, insurance
company, or registered investment adviser; or
	 	 	 
	 	____(b)	the employee
benefit plan has total assets in excess of $5,000,000; or
	 	 	 
	 	____(c)	the plan
is a self-directed plan with investment decisions made solely by persons who are “accredited investors” as defined therein.


 





		____(12)	The undersigned is a private business development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940, as amended.
	 	 	 



		____(13)	The undersigned has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring
the securities offered and is one or more of the following (check one or more, as appropriate):
	 	 	 



		____(a)	an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended;
	 	 	 



		____(b)	a corporation, partnership or limited liability company;
	 	 	 



		____(c)	a Massachusetts or similar business trust, or



 


		____(d)	a limited liability company.



 


		____(14)	The undersigned is a trust with total assets exceeding $5,000,000,
which was not formed for the specific purpose of acquiring the securities offered and whose purchase is directed by a person who has
such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the investment
in the securities offered.



 


		____(15)	The undersigned is an entity, of a type not listed in paragraphs
(b)(1) to (b)(14), not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000.



 


		____(16)	The undersigned is a “family office,” as defined
in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1): (i) with assets under management in excess
of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the securities offered, and (iii) whose prospective investment
is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of
evaluating the merits and risks of the prospective investment.



 


		____(17)	The undersigned is a “family client,” as defined
in rule 202(a)(11)(G)-1 under the Investment Advisers Act of 1940 (17 CFR 275.202(a)(11)(G)-1)), of a family office meeting the requirements
in paragraph (b)(15) above and whose prospective investment in the issuer is directed by such family



 


[Signature page follows]


 






    17


     


    






	
    

    

    Date:  ______________, 2022
		 
	 	 	 
	
    SIGNATURE FOR INDIVIDUAL:
	 	
    

    SIGNATURE FOR PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY:




 


	 	 	 
	(Signature)	 	(Print Name)
	 	 	 
	 	 	 
	(Print Name)	 	(Signature of Authorized Signatory)
	 	 	 
	 	 	 
	(Signature of any joint tenant or co-holder of any security issued by Pluri Inc.)	 	(Name of Authorized Signatory)
	 	 	 
	 	 	 
	(Print Name)	 	(Title)


 




    18


     


    

 


Exhibit C-2


 


Regulation
S Questionnaire (Non-U.S. investor only)


 


The information contained
herein is being furnished to the Company in order for the Pluri Inc. (the “Company”) to determine whether the undersigned’s
subscription for Securities may be accepted pursuant to Rule 903 of Regulation S promulgated under the Securities Act of 1933, as amended
(the “Securities Act”). The undersigned understands that (i) the Company will rely upon the following information for purposes
of complying with Federal and applicable state securities laws, (ii) the Securities will not be registered under the Securities Act in
reliance upon the exemption from registration provided by Rule 903 of Regulation S of the Securities Act, and (iii) this representation
letter is not an offer to sell nor the solicitation of an offer to buy any Securities, or any other securities, to the undersigned.


 


		1.	At the time of (a) the offer by the Company and (b) the acceptance
of the offer by such person or entity, of the Securities, such person or entity was outside the United States.


 


		2.	Such person or entity is acquiring the Securities for such
Purchaser’s own account, for investment and not for distribution or resale to others and is not purchasing the Securities for the
account or benefit of any U.S. person, or with a view towards distribution to any U.S. person, in violation of the registration requirements
of the Securities Act.


 


		3.	Such person or entity will make all subsequent offers and
sales of the Securities either (x) outside of the United States in compliance with Regulation S; (y) pursuant to a registration under
the Securities Act; or (z) pursuant to an available exemption from registration under the Securities Act. Specifically, such person or
entity will not resell the Securities to any U.S. person or within the United States prior to the expiration of a period commencing on
the Closing Date and ending on the date that is one year thereafter (the “Distribution Compliance Period”), except pursuant
to registration under the Securities Act or an exemption from registration under the Securities Act.


 


		4.	Such person or entity has no present plan or intention to
sell the Securities in the United States or to a U.S. person at any predetermined time, has made no predetermined arrangements to sell
the Securities and is not acting as a distributor of such securities.


 


		5.	Neither such person or entity, its affiliates nor any person
acting on behalf of such person or entity, has entered into, has the intention of entering into, or will enter into any put option, short
position or other similar instrument or position in the U.S. with respect to the Securities at any time after the Closing Date through
the Distribution Compliance Period except in compliance with the Securities Act.


 


		6.	Such person or entity consents to the placement of a restrictive
legend on any certificate or other document evidencing the Securities, relating to the fact that the Securities are not registered under
the Securities Act.


 


		7.	Such person or entity is not acquiring the Securities in
a transaction (or an element of a series of transactions) that is part of any plan or scheme to evade the registration provisions of
the Securities Act.


 


		8.	Such person or entity has sufficient knowledge and experience
in finance, securities, investments and other business matters to be able to protect such person’s or entity’s interests
in connection with the transactions contemplated by this Agreement.


 


		9.	Such person or entity has consulted, to the extent that it
has deemed necessary, with its tax, legal, accounting and financial advisors concerning its investment in the Securities.


 


		10.	Such person or entity understands the various risks of an
investment in the Securities and can afford to bear such risks for an indefinite period of time, including, without limitation, the risk
of losing its entire investment in the Securities.


 


		11.	Such person or entity has had access to the Company’s
publicly filed reports with the Securities and Exchange Commission and has been furnished with all other public information regarding
the Company that such person or entity has requested and all such public information is sufficient for such person or entity to evaluate
the risks of investing in the Securities.


 


		12.	Such person or entity has been afforded the opportunity to
ask questions of and receive answers concerning the Company and the terms and conditions of the issuance of the Securities.


 


		13.	Such person or entity is not relying on any representations
and warranties concerning the Company made by the Company or any officer, employee or agent of the Company, other than those contained
in this Agreement.


 


		14.	Such person or entity will not sell or otherwise transfer
the Securities unless either (A) the transfer of such securities is registered under the Securities Act or (B) an exemption from
registration of such securities is available.


 


		15.	Such person or entity understands and acknowledges that the
Securities have not been recommended by any federal or state securities commission or regulatory authority, that the foregoing authorities
have not confirmed the accuracy or determined the adequacy of any information concerning the Company that has been supplied to such person
or entity and that any representation to the contrary is a criminal offense.


 


[signature page follows]


 




    19


     


    

 


	
    

    Date:  ______________, 2022
	 	
	 	 	 
	
    

    SIGNATURE FOR INDIVIDUAL:
	 	
     SIGNATURE FOR PARTNERSHIP, CORPORATION, TRUST OR OTHER ENTITY:

	 	 	 
	 	 	 
	(Signature)	 	(Print Name)
	 	 	 
	 	 	 
	(Print Name)	 	(Signature of Authorized Signatory)
	 	 	 
	 	 	 
	(Signature of any joint tenant or co-holder of any security issued by Pluri Inc.)	 	(Name of Authorized Signatory)
	 	 	 
	 	 	 
	(Print Name)	 	(Title)


 


 


20