As filed with the Securities and Exchange Commissionon August 29, 2025

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PURPLE BIOTECH LTD.

(Exact name of Registrant as specified in its charter)

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

(Address, including zip code, and telephone number,including area code, of Registrant’s principal executive offices)

Puglisi & Associates

850 Library Avenue

Suite 204, Newark, DE 19715

Tel: +1 (302) 738-6680

(Name, address, including zip code, andtelephone number, including area code, of agent for service)

Copies of all communications, including communicationssent to agent for service, should be sent to:

Approximate date of commencement of proposedsale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on thisForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securitiesfor an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statementnumber of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filedpursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number ofthe earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrantis an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☐

If an emerging growth company that prepares itsfinancial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the SecuritiesAct. ☐

The Registrant hereby amends this RegistrationStatement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the SecuritiesAct of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission,acting pursuant to said Section 8(a), may determine.

The information inthis preliminary prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filedwith the Securities and Exchange Commission, of which this preliminary prospectus is a part, is effective. This preliminary prospectusis not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or saleis not permitted.

Up to 2,702,702 American Depositary Shares representing540,540,400 Ordinary Shares

Up to 2,702,702 Pre-Funded Warrants toPurchase up to 2,702,702 American Depositary Shares

Up to 5,405,404 Series B Warrants to Purchaseup to 5,405,404 American Depositary Shares

Up to 189,189 Placement Agent Warrants to Purchaseup to 189,189 American Depositary Shares

(and up to 2,702,702 American DepositaryShares representing 540,540,400 Ordinary Shares underlying the Pre-Funded
Warrants, up to 5,405,404 American Depositary Shares representing1,081,080,800 Ordinary Shares underlying the Series
B Warrants and up to 189,189 American Depositary Shares representing 37,837,800Ordinary Shares underlying the Placement Agent Warrants)

Purple Biotech Ltd.

We are offering on a “reasonable best efforts”basis up to 2,702,702 American Depositary Shares (“ADSs”), with each ADS representing 200 of our ordinary shares, no par valueper share (“Ordinary Shares”), or 540,540,400 Ordinary Shares in the aggregate, together with up to 5,405,404 Series B warrantsto purchase up to 5,405,404 ADSs representing 1,081,080,800 Ordinary Shares (the “Warrants”). The ADSs and Warrants will besold in a fixed combination, with each ADS accompanied by two Warrants, each to purchase one ADS representing 200 of our ordinary shares.The ADSs and Warrants are immediately separable and will be issued separately in this offering, but must be purchased together in thisoffering. The assumed combined public offering price for each ADS and accompanying Warrants is $2.22, which was the closing price of theADSs on The Nasdaq Capital Market (“Nasdaq”) on August 27, 2025. The Warrants will have an exercise price per ADS of $      and will be immediately exercisable for a term of twenty-four (24) months from the date of issuance.

We are also offering to those purchasers, if any,whose purchase of ADSs in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficiallyowning more than 4.99% (or at the election of the purchaser, 9.99%) of our outstanding Ordinary Shares, including Ordinary Shares representedby ADSs, immediately following consummation of this offering, the opportunity to purchase, if they so choose, Pre-Funded Warrants to purchaseup to 2,702,702 ADSs in lieu of ADSs that would otherwise result in beneficial ownership in excess of 4.99% (or 9.99%, as applicable)of our outstanding Ordinary Shares, including Ordinary Shares represented by ADSs. The purchase price of each Pre-Funded Warrant and accompanyingWarrants will equal the price per ADS and accompanying Warrants being sold to the public in this offering, minus $0.0001, which is theexercise price per ADS of each Pre-Funded Warrant. Each Pre-Funded Warrant will be exercisable for one ADS. Each Pre-Funded Warrant willbe immediately exercisable and may be exercised at any time until exercised in full, subject to an ownership limit. This prospectus alsorelates to the offering of the ADSs issuable upon exercise of any Pre-Funded Warrants sold in this offering. For each Pre-Funded Warrantwe sell, the number of ADSs we are offering will be decreased on a one-for-one basis. There is no established public trading market forthe Pre-Funded Warrants or Warrants, and we do not expect a market for the Pre-Funded Warrants or Warrants to develop. We do not intendto apply for a listing of the Pre-Funded Warrants or Warrants on any national securities exchange. Without an active trading market, theliquidity of the Pre-Funded Warrants and Warrants will be limited.

We refer to the ADSs, the Pre-Funded Warrantsand Warrants to be issued in this offering collectively as the “Securities.”

The ADSs are listed on Nasdaq under the symbol “PPBT.”On August 28, 2025, the last reported sale price of the ADSs on Nasdaq was $2.27 per ADS. Our Ordinary Shares are listed on the Tel AvivStock Exchange (“TASE”) under the symbol “PPBT.” On August 28, 2025, the last reported sale price of our OrdinaryShares on the TASE was NIS 0.038, or $0.01 per Ordinary Share (based on the exchange rate reported by the Bank of Israel on such date,which was NIS 3.33 = $1.00).

The assumed combined public offering price usedthroughout this prospectus has been included for illustration purposes only and may not be indicative of the final combined public offeringprice. The actual combined public offering price per ADS (or Pre-Funded Warrant in lieu thereof) and accompanying Warrants will be determinedbetween us and investors, in consultation with the Placement Agent (as defined below), based on market conditions at the time of pricing,and may be at a discount to the then current market price of the ADSs. The actual combined public offering price may be based upon a numberof factors, including our history and our prospects, the industry in which we operate, our past and present operating results, the previousexperience of our executive officers and the general condition of the securities markets at the time of this offering.

We have engaged H.C. Wainwright & Co., LLC (the“Placement Agent”) to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreedto use its reasonable best efforts to arrange for the sale of the Securities offered by this prospectus. The Placement Agent is not purchasingor selling any of the Securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specificnumber of Securities or dollar amount. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below,which assumes that we sell all of the Securities offered by this prospectus.

There is no minimum number of Securities or amountof proceeds required as a condition to closing in this offering. Because there is no minimum offering amount required as a condition toclosing this offering, we may sell fewer than all of the Securities offered hereby, which may significantly reduce the amount of proceedsreceived by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of Securities sufficientto pursue our business goals described in this prospectus. This offering will terminate on October 3, 2025, unless we decide to terminatethe offering (which we may at any time in our discretion) prior to that date.

In addition, because there is no escrow, trustor similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but weare unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, any proceeds from the saleof Securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such fundsto effectively implement our business plan. We will bear all costs associated with the offering. See “Plan of Distribution”on page 37 of this prospectus for more information regarding these arrangements.

We will have a single closing for all Securitiespurchased in this offering and the combined public offering price per ADS (or Pre-Funded Warrant in lieu thereof) and accompanying Warrantswill be fixed for the duration of this offering.

Investing in our securities involves ahigh degree of risk. These risks are discussed in this prospectus under “Risk Factors” beginning on page 5 and the“Risk Factors” in “Item 3. Key Information — D. Risk Factors” of our most recent Annual Report on Form20-F, which is incorporated by reference in this prospectus, as well as in any other recently filed reports and, if any, in anyapplicable prospectus supplement.

Neither the Securities and Exchange Commissionnor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.

Delivery of the Securities to the purchasers is expected to be madeon or about          , 2025, subject to satisfaction of customary closing conditions.

H.C. Wainwright & Co.

The date of this prospectus is                 ,2025.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statementthat we have filed with the Securities and Exchange Commission (the “SEC”). You should rely only on the information containedin this prospectus or any related prospectus supplement, including the information incorporated herein by reference.

This prospectus contains summaries of certainprovisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein havebeen filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is apart, and you may obtain copies of those documents as described below. You should read this prospectus in its entirety before making aninvestment decision. You should also read and consider the information in the documents to which we have referred you in the section ofthe prospectus entitled “Where You Can Find Additional Information.”

We have not authorized anyone to provide any informationor to make any representations other than those contained in this prospectus. We take no responsibility for and can provide no assuranceas to the reliability of any other information that others may give you. This prospectus is an offer to sell only the Securities offeredby this prospectus, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectusis current only as of its date. Our business, financial condition, results of operations, and prospects may have changed since that date.

Neither we nor the Placement Agent have authorizedanyone to provide you with information other than that contained in this prospectus, or any free writing prospectus prepared by or onour behalf or to which we have referred you. We and the Placement Agent take no responsibility for and can provide no assurance as tothe reliability of, any other information that others may give you. We and the Placement Agent are offering to sell, and seeking offersto buy, securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurateonly as of the date on the front cover page of this prospectus, or other earlier date stated in this prospectus, regardless of the timeof delivery of this prospectus or of any sale of our Securities. Our business, financial condition, results of operations and future prospectsmay have changed since that date.

No action is being taken in any jurisdiction outsidethe United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction.Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves aboutand to observe any restrictions as to this offering and the distribution of this prospectus applicable to that jurisdiction.

For investors outside the United States: We havenot done anything that would permit the sale of our securities in any jurisdiction where action for that purpose is required, other thanin the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the Securities and the distribution of this prospectus outside the United States.

Unless the context otherwise requires, all referencesto “Purple”, “Purple Biotech”, “Company,” “we,” “us,” “our,” “ourcompany” and similar designations refer to Purple Biotech Ltd., together with (i) its former wholly-owned subsidiary, Kitov Pharmaceuticals,(ii) its majority owned subsidiary, TyrNovo, (iii) its wholly owned subsidiary, FameWave, (iv) its wholly owned subsidiary, Immunorizon,and (v) its wholly owned subsidiary Purple Biotech GmbH (in the process of dissolution), except where otherwise stated or where it isclear that the terms mean only Purple Biotech Ltd. exclusive of any subsidiaries. The trademarks, trade names and service marks appearingin this prospectus are property of their respective owners.

Unless specifically provided otherwise herein,the information that follows in this prospectus, other than in the historical financial statements and related notes included elsewherein this prospectus, give retrospective effect to:

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

We report under International Financial ReportingStandards, as issued by the International Accounting Standards Board. None of the consolidated financial statements were prepared in accordancewith generally accepted accounting principles in the United States.

The term “NIS” refers to New IsraeliShekels, the lawful currency of the State of Israel, and the terms “dollar,” “US$” or “$” refer toU.S. dollars, the lawful currency of the United States. Our functional and presentation currency is the U.S. dollar. Foreign currencytransactions in currencies other than the U.S. dollar are translated in this prospectus into U.S. dollars using exchange rates in effectat the date of the transactions.

We have made rounding adjustments to some of thefigures included in this prospectus. Accordingly, numerical figures shown as totals in some tables may not be an arithmetic aggregationof the figures that preceded them.

MARKET AND INDUSTRY DATA

This prospectus contains industry, market andcompetitive position data that are based on industry publications and studies conducted by third parties as well as our own internal estimatesand research. These industry publications and third-party studies generally state that the information that they contain has been obtainedfrom sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKINGSTATEMENTS

This prospectus and the information incorporatedby reference herein may include forward-looking statements. These statements involve known and unknown risks, uncertainties and otherfactors that may cause our actual results, performance or achievements to be materially different from any future results, performanceor achievements expressed or implied by the forward-looking statements. In some cases, you can identify forward-looking statements byterms, including “anticipates,” “believes,” “could,” “estimates,” “expects,”“intends,” “may,” “plans,” “potential,” “predicts,” “projects,”“should,” “will,” “would,” and similar expressions intended to identify forward-looking statements.Forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risksand uncertainties. In addition, certain sections of this prospectus and the information incorporated by reference herein contain informationobtained from independent industry and other sources that we have not independently verified. You should not put undue reliance on anyforward-looking statements. Unless we are required to do so under U.S. federal securities laws or other applicable laws, we do not intendto update or revise any forward-looking statements.

Our ability to predict our operating resultsor the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider carefully thematters described under the caption “Risk Factors” on page 5 of this prospectus, under the similar headings of our mostrecent Annual Report on Form 20-F incorporated by reference herein, and certain other matters discussed in this prospectus, and the informationincorporated by reference herein, and other publicly available sources. Such factors and many other factors beyond our control couldcause our actual results, performance or achievements to be materially different from any future results, performance or achievementsthat may be expressed or implied by the forward-looking statements.

Factors that could cause our actual results todiffer materially from those expressed or implied in such forward-looking statements include, but are not limited to:

We have included important factors in the cautionarystatements included in this prospectus and the documents we incorporate by reference herein, particularly in the “Risk Factors”sections of these documents, that we believe could cause actual results or events to differ materially from the forward-looking statementsthat we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, jointventures or investments we may make. No forward-looking statement is a guarantee of future performance.

You should read this prospectus and the documentsthat we incorporate by reference herein completely and with the understanding that our actual future results may be materially differentfrom what we expect. The forward-looking statements in this prospectus and the documents we incorporate by reference herein representour views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However,while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so exceptto the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our viewsas of any date subsequent to the date of this prospectus.

RISK FACTORS

Investing in our Securities involves a highdegree of risk. In addition to the other information contained in this prospectus and in the documents incorporated by reference herein,you should carefully consider the risks discussed below and under the heading “Risk Factors” in the Company’s AnnualReport on Form 20-F for the year ended December 31, 2024 (the “2024 Annual Report”), before making a decision about investingin the Securities . The risks and uncertainties discussed below and in our 2024 Annual Report are not the only ones facing us. Additionalrisks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. If any of theserisks occur, our business, financial condition and operating results could be harmed, the trading price of the ADSs could decline, andyou could lose part or all of your investment.

Please also read carefully the section aboveentitled “Cautionary Statement Regarding Forward-Looking Statements.”

Risks Related to the Current Condition in Israel

We conduct our operations in Israel and therefore, political,economic and military instability in Israel and its region may adversely affect our business, results of operations, and financial condition.

Because we are incorporated under the laws ofthe state of Israel and our operations are conducted in Israel, our business and operations are directly affected by economic, political,geopolitical and military conditions in Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts haveoccurred between Israel and its neighboring countries and terrorist organizations active in the region, including Hamas (an Islamist militiaand political group in the Gaza Strip) and Hezbollah (an Islamist militia and political group in Lebanon), which have involved missilestrikes, hostile infiltrations, terrorism against civilian targets in various parts of Israel, and recently abduction of soldiers andcitizens.

On October 7, 2023, Hamas terrorists infiltratedIsrael’s southern border from the Gaza Strip and conducted a series of attacks on civilian and military targets. Hamas also launchedextensive rocket attacks on Israeli population and industrial centers. In response, Israel’s security cabinet declared war againstHamas and a military campaign against these terrorist organizations commenced in parallel to their continued rocket and terror attacks.Subsequent to the commencement of the Hamas-Israel war, Hezbollah in Lebanon launched missile, rocket and shooting attacks against Israelimilitary sites, troops and Israeli towns in northern Israel; and the Houthis, a military organization based in Yemen, launched a seriesof attacks on global shipping routes in the Red Sea, as well as direct attacks on various parts of Israel. In response to these attacks,the Israeli army carried out a number of targeted strikes on sites belonging to Hezbollah and conducted ground operations in southernLebanon. In addition, in April and October 2024, Iran launched direct attacks on Israel, involving hundreds of drones and ballistic missileslaunched directly towards highly populated civilian areas and military bases. In November 2024, a ceasefire agreement was reached betweenHezbollah in Lebanon and Israel; however, Hezbollah breached the ceasefire agreement in March 2025. In January 2025, a temporary ceasefireagreement was reached between Hamas in Gaza and Israel, which remained in effect until mid-March 2025, when Israel resumed military operationis Gaza. In June 2025, Israel initiated military strikes against Iranian military infrastructure and strategic sites. Iran subsequentlyresponded with missile and unmanned aerial vehicle attacks targeting Israeli civilian and military targets. Active hostilities betweenIsrael and Iran continued for twelve days before a ceasefire agreement was reached. We cannot predict if and to what extent any ceasefireagreements will be reached or upheld. Any hostilities involving Israel, or the interruption or curtailment of trade within Israel or betweenIsrael and its trading partners could adversely affect our operations and results of operations and could make it more difficult for usto raise capital.

Since the war broke out in October 2023, our operationshave not been adversely affected in a material manner, and we have not experienced material disruptions to our business operations. Wecurrently do not have active clinical studies in Israel and CM24 and NT219 are both manufactured by service providers outside of Israel.Most of our research and development work is being conducted by third-party entities outside of Israel. However, a prolonged and/or heightenedconflict could have an adverse effect on our business, financial condition and results of operation.

Our commercial insurance does not cover lossesthat may occur as a result of events associated with the security situation in the Middle East. Although the Israeli government currentlycovers the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that this governmentcoverage will be maintained or, if maintained, will be sufficient to compensate us fully for damages incurred. Any losses or damages incurredby us could have a material adverse effect on our business.

The global perception of Israel and Israeli companies,influenced by actions by international judicial bodies, may lead to increased sanctions and other negative measures against Israel andIsraeli companies. In addition, the political and security situation in Israel could also result in parties with whom we have agreementsinvolving performance in Israel claiming that they are not obligated to perform their commitments under those agreements pursuant to forcemajeure provisions in such agreements. There is also a growing movement among countries, activists, and organizations to boycott Israeligoods and services or restrict business with Israel and Israeli companies. These restrictive laws and policies, along with any futurerulings from international tribunals against Israel, may have an adverse impact on our operating results, financial condition or our business.

In connection with the Israeli security cabinet’sdeclaration of war against Hamas and possible hostilities with other organizations, several hundred thousand Israeli military reservistswere drafted to perform immediate military service. As of June 30, 2025, none of our current employees in Israel are currently on activemilitary duty. However, military service call ups that result in absences of personnel for extended periods may materially and adverselyaffect our business, prospects, financial condition and results of operations.

Finally, political conditions within Israel mayaffect our operations. Israel held five general elections between 2019 and 2022, and prior to October 2023, the Israeli government pursuedextensive changes to Israel’s judicial system, and has recently renewed its efforts to effect such changes. In response to the foregoingdevelopments, certain individuals, organizations, and institutions, both within and outside of Israel, voiced concerns that such proposedchanges, if adopted, may negatively impact the business environment in Israel. Such proposed changes may also lead to political instabilityor civil unrest. Actual or perceived political instability in Israel or any negative changes in the political environment, may individuallyor in the aggregate adversely affect the Israeli economy and, in turn, our business, financial condition, results of operations and themarket price of our shares, as well as on our ability to raise additional capital.

Risks Related to this Offering

Our management will have immediate and broaddiscretion over the use of the net proceeds from this offering and any exercise of the Warrants and may not use them effectively.

We currently intend to use the net proceeds of this offering and anyexercise of any Warrants to fund the development of our oncology therapeutic candidates and for general working capital and corporatepurposes. See “Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds.Our shareholders may not agree with the manner in which our management chooses to allocate the net proceeds from this offering. The failureby our management to apply these funds effectively could have a material adverse effect on our business, financial condition and resultsof operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income. The decisionsmade by our management may not result in positive returns on your investment and you will not have an opportunity to evaluate the economic,financial or other information upon which our management bases its decisions.

Because the offering is being conductedon a “best efforts” basis, we may not raise the maximum proceeds set forth in this prospectus, and even if we do, we willneed additional capital in the future. If additional capital is not available, we may not be able to continue to operate our businesspursuant to our business plan or we may have to discontinue our operations entirely.

The Placement Agent is offering the Securitiesin this offering on a best efforts basis. The Placement Agent is not required to purchase any Securities, but will use its best effortsto sell the Securities offered. As a “best efforts” offering, there can be no assurance that the offering contemplated herebywill ultimately be consummated or will result in any proceeds being made available to us or if consummated, the amount of proceeds tobe received. The success of this offering will impact our ability to use the proceeds to execute our business plan. An adverse effecton the business may result from raising less than anticipated, and from the fact that there is no minimum raise.

We have incurred losses in each year since ourinception. If we continue to use cash at our historical rates of use, we will need significant additional financing, which we may seekto raise through, among other things, public and private equity offerings and debt financing. Any equity financings will likely be dilutiveto existing stockholders, and any debt financings will likely involve covenants restricting our business activities. Additional financingmay not be available on acceptable terms, or at all.

Because there is no minimum required forthe offering to close, investors in this offering will not receive a refund in the event that we do not sell an amount of Securities sufficientto pursue the business goals outlined in this prospectus.

We have not specified a minimum offering amountnor have or will we establish an escrow account in connection with this offering. Because there is no escrow account and no minimum offeringamount, investors could be in a position where they have invested in our business, but we are unable to fulfill our objectives due toa lack of interest in this offering. Further, because there is no escrow account in operation and no minimum investment amount, any proceedsfrom the sale of Securities offered by us will be available for our immediate use, despite uncertainty about whether we would be ableto use such funds to effectively implement our business plan. Investor funds will not be returned under any circumstances whether duringor after the offering.

You may experience immediate and substantialdilution in the net tangible book value of the ADSs you purchase in this offering.

The assumed offering price of the ADSs offeredpursuant to this prospectus is substantially higher than the net tangible book value per ADS. Therefore, if you purchase ADSs in thisoffering, you will incur immediate and substantial dilution in the pro forma net tangible book value per ADS from the price per ADSs inoffering. Based on the assumed combined public offering price of $2.22 per ADS and accompanying Warrants, you will experience immediatedilution of $0.50 per ADS, representing the difference between our as adjusted net tangible book value per ADS after this offering andthe assumed combined public offering price per ADS and accompanying Warrants. If the holders of outstanding options or warrants exercisethose options or warrants at prices below the assumed combined public offering price, you will incur further dilution. See the sectionentitled “Dilution” below for a more detailed discussion of the dilution you will incur if you purchase ADSs in this offering.

There is no public market for the Warrantsor Pre-Funded Warrants being offered by us in this offering.

There is no established public trading marketfor the Warrants or Pre-Funded Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do notintend to apply to list the Warrants or Pre-Funded Warrants on any national securities exchange or other nationally recognized tradingsystem. Without an active market, the liquidity of the Warrants or Pre-Funded Warrants will be limited.

The Warrants and Pre-Funded Warrants arespeculative in nature.

The Warrants and Pre-Funded Warrants offered hereby do not confer anyrights of ADS ownership on their holders, such as voting rights, but rather merely represent the right to acquire ADSs representing OrdinaryShares at a fixed price. Specifically, holders of the Pre-Funded Warrants may acquire the ADSs issuable upon exercise of such warrantsat an exercise price of $0.0001 per ADS, and holders of the Warrants may acquire the ADSs issuable upon exercise of such warrants at anexercise price of $  per ADS. Moreover, following this offering, the market value of the Warrants and Pre-Funded Warrants is uncertainand there can be no assurance that the market value of the Warrants and Pre-Funded Warrants will equal or exceed their public offeringprices. There can be no assurance that the market price of the ADSs will ever equal or exceed the exercise price of the Warrants and Pre-FundedWarrants, and consequently, whether it will ever be profitable to exercise the Warrants and Pre-Funded Warrants. In the event the marketprice per ADS does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants maynot have any value.

Holders of the Warrants and Pre-Funded Warrantswill have no rights as ADS holders with respect to the ADSs underlying the Warrants or Pre-Funded Warrants until such holders exercisetheir Warrants or Pre-Funded Warrants and acquire ADSs, except as otherwise provided in the Warrants or Pre-Funded Warrants.

Until holders of the Warrants and Pre-Funded Warrantsacquire ADSs upon exercise thereof, such holders will have no rights with respect to the ADSs underlying such Warrants or Pre-Funded Warrants,except as otherwise provided in the Warrants or Pre-Funded Warrants. Upon exercise of the Warrants or Pre-Funded Warrants, the holderswill be entitled to exercise the rights of an ADS holder only as to matters for which the record date occurs after the exercise date.

Purchasers who purchase Securities in thisoffering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit ofa securities purchase agreement.

In addition to rights and remedies available toall purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreementwill also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides thoseinvestors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but notlimited to: (i) timely delivery of Securities; (ii) agreement to not enter into variable rate financings for one year from closing,subject to certain conditions and exceptions; (iii) agreement to not enter into any financings for sixty (60) days from closing,subject to certain conditions and exceptions; and (iv) indemnification for breach of contract.

ADSs representing a substantial percentageof our outstanding Ordinary Shares may be sold in this offering, which could cause the price of the ADSs and/or Ordinary Shares to decline.

We may sell in this offering up to 2,702,702 ADSs (or Pre-Funded Warrantsto purchase up to 2,702,702 ADSs in lieu thereof), representing 540,540,400 Ordinary Shares, or approximately 89% of our outstanding OrdinaryShares, prior to this offering, as of August 27, 2025, together with accompanying Warrants to purchase up to 5,405,404 ADSs, representing1,081,080,800 Ordinary Shares, or approximately 178% of our outstanding Ordinary Shares, prior to this offering, as of August 27,2025. In addition, as of August 27, 2025, we had outstanding warrants to purchase 112,670,200 Ordinary Shares (represented by 563,351ADSs), 20,952,579 outstanding options to purchase 20,952,579 Ordinary Shares (represented by 104,763 ADSs) and 5,587,000 outstandingRSUs (represented by 27,935 ADSs). This sale and any future sales of a substantial number of ADSs or Ordinary Shares in the publicmarket, or the perception that such sales may occur, including sales of the ADSs issuable upon exercise of warrants and options and salesof the ADSs issuable upon vesting of RSUs, and or other equity-based securities, could materially adversely affect the price of the ADSsor Ordinary Shares. We cannot predict the effect, if any, that market sales of those ADSs or Ordinary Shares or the availability of thoseADSs or Ordinary Shares for sale will have on the market price of the ADSs or Ordinary Shares.

You may experience future dilution as a result of future equityofferings.

To raise additional capital, we may in the futureoffer additional ADSs, Ordinary Shares or other securities convertible into or exchangeable for the ADSs or Ordinary Shares at pricesthat may not be the same as the price per ADS in this offering. We may sell ADSs, Ordinary Shares or other securities in any other offeringat a price per ADS or per Ordinary Share, as appliable, that is less than the price per ADS paid by the investors in this offering, andinvestors purchasing ADSs, Ordinary Shares or other securities in the future could have rights superior to the rights of ADS holders.The price per ADS or per Ordinary Share at which we sell additional ADSs, Ordinary Shares, as applicable, or securities convertible orexchangeable into ADSs or Ordinary Shares, in future transactions, may be higher or lower than the price per ADS paid by the investorsin this offering.

U.S. holders of ADSs may suffer adversetax consequences if we were characterized as a passive foreign investment company.

Based on the current composition of our grossincome and assets and on reasonable assumptions and projections, we believe we will likely be treated as a PFIC for U.S. federal incometax purposes for 2024. If we are characterized as a PFIC, U.S. holders of the ADSs may suffer adverse tax consequences such as (i) havinggains realized on the sale of the ADSs treated as ordinary income rather than capital gain, (ii) not qualifying for the preferential rateotherwise applicable to dividends received in respect of the ADSs by individuals who are U.S. holders, and (iii) having interest chargesapply to certain distributions by us and upon certain sales of the ADSs. 

We currently donot anticipate paying cash dividends, and accordingly, investors must rely on the appreciation in our Ordinary Shares and ADSs for anyreturn on their investment.

We currently anticipate that we will retain future earnings, if any,for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for the foreseeablefuture. The ability of an Israeli company to pay dividends is governed by Israeli law, which provides that unless otherwise approved bya court, distributions, including cash dividends, may be made only out of retained earnings as determined for statutory purposes, andonly if there is no reasonable concern that the dividend distribution will prevent us from meeting our existing and foreseeable obligations,as they become due. Subject to the foregoing, payment of future dividends, if any, will be at the discretion of our Board of Directorsand will depend on various factors, such as our financial condition, operating results, current and anticipated cash needs and other businessand economic factors that our Board of Directors may deem relevant. Since we do not have earnings, we currently do not have any abilityto pay dividends or repurchase our shares, absent court approval. Therefore, the success of an investment in our Ordinary Shares and ADSswill depend upon any future appreciation in their value. There is no guarantee that our Ordinary Shares and ADSs will appreciate in valueor even maintain the price at which our holders have purchased their Ordinary Shares and ADSs.

USE OF PROCEEDS

We estimate that our net proceeds from this offering will be approximately$5.18 million, assuming the sale of the maximum number of Securities in this offering at an assumed combined public offering priceof $2.22 per ADS and accompanying Warrants (which is the last reported sale price of the ADSs on Nasdaq on August 27, 2025), afterdeducting the Placement Agent fees and estimated offering expenses payable by us, assuming no sale of any Pre-Funded Warrants and no exerciseof the Warrants.

However, this is a best efforts offering with no minimum, and we maynot sell all or any of the Securities we are offering. As a result, we may receive significantly less in net proceeds. Based on the assumedcombined public offering price set forth above, we estimate that our net proceeds from the sale of 75%, 50%, and 25% of the Securitiesoffered in this offering would be approximately $3.8 million, $2.4 million, and $1.0 million, respectively, after deducting the PlacementAgent fees and estimated offering expenses payable by us, assuming no sale of any Pre-Funded Warrants and no exercise of the Warrants.

These estimates exclude the proceeds, if any, from the exerciseof Warrants offered hereby. If all of the Warrants offered hereby were to be exercised in cash at the exercise price of $ per ADS, wewould receive additional proceeds of approximately $ million. We cannot predict when or if these Warrants will be exercised. It is possiblethat these Warrants may expire and may never be exercised. Additionally, these Warrants contain a cashless exercise provision that permitexercise of such Warrants on a cashless basis under certain circumstances.

We currently intend to use the net proceeds ofthis offering to fund the development of our oncology therapeutic candidates and for general working capital and corporate purposes. 

Our expected use of net proceeds from the offeringrepresents our current intentions based upon our present plans and business conditions. Investors are cautioned, however, that expendituresmay vary substantially from these uses. Investors will be relying on the judgment of our management, who will have broad discretion regardingthe application of the proceeds of this offering. The amounts and timing of our actual expenditures will depend upon numerous factors,including the progress of the development programs for our oncology therapeutic candidates and the amount of cash used in our operations.We may find it necessary or advisable to use portions of the proceeds from this offering for other purposes.

DIVIDEND POLICY

We have never declared or paid cash dividendsto our shareholders and do not anticipate paying any cash dividends for the foreseeable future. We anticipate that, for the foreseeablefuture, we will retain any future earnings to finance operations and the development of our business. The distribution of dividends mayalso be limited by the Companies Law, 1999 (the “Companies Law”) which permits the distribution of dividends, including sharerepurchases, only out of retained earnings or earnings derived over the two most recent fiscal years prior to the distribution, whicheveris higher, according to the then last reviewed or audited financial statements (less the amount of previously distributed dividends, ifnot already reduced from the earnings), provided that the end of the period to which the financial statements relate is not more thansix months prior to the date of the distribution (referred to as the “profit test”). If we do not meet the profit test, thenwe may distribute dividends only with court approval. In each case, we are only permitted to distribute a dividend if our Board of Directorsand, if applicable, the court, determines that that there is no reasonable concern that payment of a dividend will prevent a company fromsatisfying its existing and foreseeable obligations as they become due (referred to as the “solvency test”). Pursuant to regulationspromulgated under the Companies Law, as an Israeli company dual listed on the TASE and the Nasdaq, our Board of Directors may resolveto distribute a dividend by way of a share repurchase program if it does not meet the profit test without seeking the approval of thecourt, subject to the following: (i) the company meets the solvency test; and (ii) the company provided a notice to certain creditorsregarding its intention to distribute a dividend by way of a share repurchase program without meeting the profit test and no such creditorsubmits an objection within 30 days of the notice (otherwise, court approval would be required for such distribution in accordance withthe requirements of the Companies Law).

Under our amended and restated articles of association,our Board of Directors has sole discretion whether to pay dividends, subject to the provision of the Companies Law. Payment of dividendsmay be subject to Israeli withholding taxes. For additional information, see “Taxation – Israeli Tax Considerations.”

CAPITALIZATION

The following table sets forth our total capitalization as of June30, 2025:

The information in the following table should be read in conjunctionwith and is qualified in its entirety by reference to the audited and unaudited consolidated financial statements and notes thereto incorporatedby reference in this prospectus, and the information set forth under “Item 5. Operating and Financial Review and Prospects”of our 2024 Annual Report, incorporated by reference into this prospectus, as well as “Use of Proceeds” in this prospectus.

The pro forma as adjusted information below is illustrative only andour capitalization following the completion of this offering is subject to adjustment based on the actual public offering price of ourSecurities and other terms of this offering determined at pricing. You should read this capitalization table in conjunction with “Useof Proceeds,” and our financial statements and the related notes thereto incorporated by reference in this prospectus.

Unless otherwise indicated, the above discussionand table are based on 567,781,001 Ordinary Shares outstanding as of June 30, 2025 (not including one Ordinary Share held in treasury;such number of Ordinary Shares would be represented by 2,838,905 ADSs) and excludes as of June 30, 2025:

DILUTION

If you invest in our Securities, your interestwill be diluted immediately to the extent of the difference between the public offering price per ADS and the pro forma as-adjusted nettangible book value per ADS immediately after this offering (in each case, assuming no sale of Pre-Funded Warrants in the offering). 

The net tangible book value of the ADSs as ofJune 30, 2025, was approximately $4.21 million, or approximately $1.48 per ADS. Net tangible book value per ADS represents the amountof our total tangible assets less total liabilities divided by the total number of our Ordinary Shares outstanding as of June 30, 2025.

As of June 30, 2025, after giving effect to thePro Forma Adjustment, our pro forma net tangible book value would have been approximately $4.66 million, corresponding to a pro formanet tangible book value of $1.54 per ADS.

After giving further effect to the sale of themaximum amount of 2,702,702 ADSs (assuming no sale of Pre-Funded Warrants in the offering) and accompanying Warrants to purchaseup to 5,405,404 ADSs in this offering at the assumed combined public offering price of $2.22 per ADS and accompanying Warrants, whichis the last reported sale price of the ADSs on the Nasdaq on August 27, 2025, after deducting the placement agent fees and estimated offeringexpenses payable by us in connection with this offering, and excluding the proceeds, if any, from the cash exercise of the Warrants, ourpro forma as adjusted net tangible book value as of June 30, 2025, would have been approximately $9.83 million, or approximately $1.72per ADS. This represents an immediate increase in pro forma net tangible book value of approximately $0.18 per ADS to our existing securityholders and an immediate dilution in net tangible book value of approximately $0.50 per ADS to purchasers of Securities in this offering,as illustrated by the following table:

The information discussed above is illustrativeonly, and the dilution information following this offering will depend on the actual combined public offering price per ADS and accompanyingWarrants and other terms of this offering determined at pricing. A $1.00 increase in the assumed combined public offering price of $2.22per ADS and accompanying Warrants, which is the price set forth on the cover page of this prospectus, would increase our pro formaas adjusted net tangible book value as of June 30, 2025, after this offering by $0.43 per ADS, and would increase dilution to new investorsby $0.57 per ADS, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same(assuming no sale of Pre-Funded Warrants in this offering), after deducting the Placement Agent’s fees and estimated offering expensespayable by us and excluding the proceeds, if any, from the exercise of the Warrants issued in this offering. A $1.00 decrease in the assumedcombined public offering price of $2.22, assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus,remains the same (assuming no sale of Pre-Funded Warrants in this offering), after deducting the Placement Agent’s fees and estimatedoffering expenses payable by us and excluding the proceeds, if any, from the exercise of the Warrants issued in this offering, the newinvestors will not experience any dilution.

An increase of 100,000 in the number of ADSs weare offering would increase our pro forma as adjusted net tangible book value as of June 30, 2025, after this offering by $0.18 per ADS,and would increase dilution to new investors by $0.01 per ADS, assuming the assumed combined public offering price remains the same (assumingno sale of Pre-Funded Warrants in this offering), after deducting the Placement Agent’s fees and estimated offering expenses payableby us and excluding the proceeds, if any, from the exercise of the Warrants issued in this offering.

A decrease of 100,000 in the number of ADSs weare offering would decrease our pro forma as adjusted net tangible book value as of June 30, 2025, after this offering by $0.17 perADS and would decrease dilution to new investors by $0.01 per ADS, assuming the assumed combined public offering price remains the same(assuming no sale of Pre-Funded Warrants in this offering), after deducting the Placement Agent’s fees and estimated offering expensespayable by us and excluding the proceeds, if any, from the exercise of the Warrants issued in this offering.

Unless otherwise indicated, the above discussionand table are based on 567,781,001 Ordinary Shares outstanding as of June 30, 2025 (not including one Ordinary Share held in treasury;such number of Ordinary Shares would be represented by 2,838,905 ADSs) and excludes as of June 30, 2025:

Except as indicated otherwise, the discussionand table above assume no exercise of the Warrants accompanying the ADSs, the Pre-Funded Warrants sold in this offering and the PlacementAgent Warrants issued as compensation in connection with this offering.

DESCRIPTION OF SHARE CAPITAL

The following description of our share capitaland certain provisions of our articles of association and Israeli law are summaries and do not purport to be complete. The descriptionis qualified in its entirety by reference to our articles of association, Israeli law and any other documents referenced.

As of June 30, 2025, our authorized share capitalconsisted of 100,000,000,000 Ordinary Shares, with no par value, and 50,000,000 non-voting senior preferred shares, with no par value,divided into 5 classes of 10,000,000 preferred shares in each class.

Ordinary Shares

The following is a descriptionof certain rights attached to our Ordinary Shares.

Voting Rights. Holdersof Ordinary Shares have one vote for each Ordinary Share held on all matters submitted to a vote of shareholders. The Ordinary Sharesdo not have preemptive rights, preferred rights or any other right to purchase our securities.

Foreign Ownership.Neither our amended and restated articles of association nor the laws of the State of Israel restrict the ownership or voting of OrdinaryShares by non-residents of Israel, except under certain circumstances for ownership by nationals of certain countries that are, or havebeen, in a state of war with Israel.

Transfer of Shares.Our fully paid Ordinary Shares may generally be freely transferred under our amended and restated articles of association, unless thetransfer is restricted or prohibited by applicable law or the rules of the stock exchange on which the shares are traded.

Election of Directors.Under our amended and restated articles of association, the number of directors on our Board of Directors will be no less than four andno more than nine (including any external directors, to the extent that we may be required to appoint external directors in accordancewith the Companies Law and any regulations enacted thereunder) (“Maximum Number”). The majority of the members of our Boardof Directors shall be residents of Israel, unless our center of management shall have been transferred to another country in accordancewith a resolution of our Board of Directors by a majority of three quarters (75%) of the participating director votes. The number of directorsmay be changed, at any time and from time to time, by our shareholders with a majority of (a) 75% of the voting rights participating andvoting on the matter in the applicable general meeting of our shareholders and (b) more than 47.9% of all of the voting rights in theCompany as of the record date established for the applicable general meeting of our shareholders (“Special Majority”). Inaccordance with our amended and restated articles of association, the directors elected to serve are divided into three classes, witheach class comprising one-third of the members of our Board of Directors (who are not external directors, if any were appointed), (hereinafterthe “first class”; the “second class”; and the “third class”). If the number of directors is not equallydivisible by three, each of the first class and the second class will be comprised of a different number, the closest and lowest to one-third,while the third class will be comprised of the remaining directors (who are not external directors, if any were appointed). If the numberof directors changes, the number of directors in each class will change in accordance with the aforesaid rule. In the annual general meetingof our shareholders that will take place each year, the shareholders shall be entitled to elect directors who shall be elected for a three-yearterm to replace the class of directors whose term in office has expired as of such annual general meeting of our shareholders. Our Boardof Directors may appoint a director at any time to fill any vacancies until the annual meeting of our shareholders set to take place atthe end of the three-year term for the class of directors to which such director is so appointed by our Board of Directors, provided thatthe total number of the members of our Board of Directors serving at such time will not exceed the Maximum Number. The shareholders mayat all times, by a Special Majority vote of the shareholders, dismiss a director. A director to be replaced shall be given a reasonableopportunity to address the shareholders at their meeting. The tenure of a director expires pursuant to the provisions of our amended andrestated articles of association and the Companies Law, upon death or if s/he becomes incompetent, unless removed from office as describedabove.

Dividend and LiquidationRights. Subject to preferences that may be applicable to any then outstanding preferred shares, our profits, in respect of which aresolution was passed to distribute them as dividend or bonus shares, shall be paid pro rata to the amount of shares held by the shareholders.See “Dividend Policy” for additional information.

In the event of our liquidation,subject to any preferences that may be applicable to any then outstanding preferred shares, after satisfaction of liabilities to creditors,our assets will be distributed to the holders of our Ordinary Shares in proportion to their shareholdings.

Preferred Shares

Pursuant to our amended andrestated articles of association, our Board of Directors is authorized to fix, by resolution of our Board of Directors, (i) the numberof issued preferred shares (subject to the maximum number of preferred shares authorized in such class), (ii) the designation of suchclass of preferred shares, and (iii) the preferences, qualifications, and special or relative rights or privileges, which may include,among others, dividend rights, liquidation preferences, conversion rights and redemption rights.

The following is a descriptionof certain rights attached to our preferred shares.

Voting Rights. Allpreferred shares shall be non-voting shares and shall not vest the holder thereof with any right to participate in the Company’sgeneral meetings, to receive notice thereof and/or to vote thereat, except as otherwise specifically required by Israeli law.

So long as any preferred sharesare outstanding, the adoption of a resolution, by a regular majority in voting power of the preferred shares who are present, entitledto vote thereon (if any) and voting thereon, voting together as a single class, given in person or by proxy or by an authorized proxyholder, at a meeting of holders of preferred shares shall be necessary for effecting or validating: (i) any amendment or alteration ofthe memorandum of association or articles of association so as to authorize or create, or increase the authorized amount of, any classor series of shares that will rank senior to the outstanding class or classes of preferred shares as to dividend rights and distributionrights upon the liquidation, winding up or dissolution of our company; (ii) any amendment of any provision of our articles of associationso as to adversely affect the special rights, preferences, privileges or voting powers of the preferred shares; and (iii) any consummationof a binding share exchange or reclassification involving the preferred shares, or of a merger or consolidation of our company with orinto another entity, unless in each case (x) the Preferred Shares remain outstanding or, in the case of any such merger or consolidationwith respect to which the Company is not the surviving or resulting entity (or the Preferred Shares are otherwise exchanged or reclassified),are converted or reclassified into or exchanged for preferred shares of the surviving or resulting entity or its ultimate parent, and(y) such Preferred Shares that remain outstanding or such preferred shares, as the case may be, have rights, preferences, privileges andvoting powers of the surviving or resulting entity or its ultimate parent that, taken as a whole, are not materially less favorable tothe holders thereof than the rights, preferences, privileges and voting powers, taken as a whole, of the Preferred Shares immediatelyprior to the consummation of such transaction.

The rules and procedures forcalling and conducting any meeting of the holders of preferred shares (including, without limitation, the fixing of a record date in connectiontherewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other procedural aspect ormatter with regard to such a meeting or such consents shall be governed by any rules our Board of Directors, in its discretion, may adoptfrom time to time, which rules and procedures shall conform to the requirements of our amended and restated articles of association, applicablelaw and, if applicable, the rules of any national securities exchange or other trading facility on which the preferred shares are listedor traded at the time.

Foreign Ownership.Neither our amended and restated articles of association nor the laws of the State of Israel restrict the ownership or voting of preferredshares by non-residents of Israel, except under certain circumstances for ownership by nationals of certain countries that are, or havebeen, in a state of war with Israel.

Our fully paid preferred sharesmay generally be freely transferred under our amended and restated articles of association, unless the transfer is restricted or prohibitedby applicable law or the rules of the stock exchange on which the shares are traded.

Conversion. Subjectto the actual terms of issuance determined by our Board of Directors for any preferred shares when issued, our Preferred Shares may beconvertible into our Ordinary Shares or another series of preferred shares.

Dividend and LiquidationRights. Issuance of preferred shares by our Board of Directors may result in such shares having dividend or liquidation preferencessenior to the rights of the holders of our Ordinary Shares. Each preferred share shall be entitled to receive upon distribution, and inpreference to our Ordinary Shares, (i) dividends in excess of the general dividends issued to all shareholders including holders of OrdinaryShares, and/or (ii) amounts paid in a distribution of our surplus assets on winding up, in an amount equal to the original issue pricefor such preferred shares (adjusted for share combinations or subdivisions or other recapitalizations of our shares), and less the amountof any dividend previously paid in preference, all pro rata to the number of the preferred shares issued and outstanding at such time.Furthermore, and after payment of the preferred shares’ dividend preferences or liquidation preferences, each preferred share shallbe entitled to receive upon distribution (i) a general dividend issued to all shareholders, (ii) bonus shares, and (iii) amounts paidin a distribution of our surplus assets on winding up, all pro rata to the total number of Ordinary Shares and preferred shares issuedand outstanding at such time. See above “Rights of Our Ordinary Shares––Dividend and Liquidation Rights” for additionalinformation.

Although our Board of Directorshas no intention at the present time of doing so, it could authorize the issuance of a series of preferred shares that could, dependingon the terms of such series, impede the completion of a merger, tender offer, change of control or other takeover attempt.

Exchange Controls

There are currently no materialIsraeli currency control restrictions on payments of dividends or other distributions with respect to our securities or the proceeds fromthe sale of our securities, except under certain circumstances, for shareholders who are subjects of countries that are, or have been,in a state of war with Israel or otherwise as set forth in this section. However, legislation remains in effect pursuant to which currencycontrols can be imposed by administrative action at any time. Israeli residents have an obligation to file reports with the Bank of Israelregarding certain transactions. In addition, Bank of Israel regulations require us to submit regular quarterly update reports concerningforeign investments in the Company.

Access to Corporate Records

Under the Companies Law, shareholdersare provided access to minutes of our general meetings, our shareholders register and principal shareholders register, our amended andrestated articles of association, our financial statements and any document that we are required by law to file publicly with the IsraeliCompanies Registrar or the Israel Securities Authority. In addition, shareholders may request to be provided with any document relatedto an action or transaction requiring shareholder approval under the related party transaction provisions of the Companies Law. We maydeny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect atrade secret or patent.

Modification of Class Rights

Under the Companies Law andour amended and restated articles of association, the rights attached to any class of share, such as voting, liquidation and dividendrights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate classmeeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our amended and restated articlesof association. According to our amended and restated articles of association, the enlargement of an existing class of shares or the issuanceof additional shares thereof, shall not be deemed to modify the rights attached to the previously issued shares of such class or of anyother class, unless otherwise provided by the terms of the shares.

Acquisitions under Israeli Law

Special Tender Offer

According to the CompaniesLaw, an acquisition pursuant to which a purchaser will hold a “controlling stake”, that is defined as 25% or more of the votingrights if no other shareholder holds a controlling stake, or an acquisition pursuant to which such purchaser will hold more than 45% ofthe voting rights of the company if no other shareholder owns more than 45% of the voting rights, may not be performed by way of marketaccumulation, but rather by way of a special tender offer (as defined in the Companies Law) made to all of the company’s shareholderson a pro rata basis, or pursuant to a private placement approved by the company’s shareholders with the purpose of approving theacquisition of controlling stake, or 45% or more of the company’s voting rights. In accordance with the Companies Law, such proceduresare not required if the controlling stake or 45% of the company’s voting rights are purchased from an existing holder or a controllingstake or 45% of the company’s voting rights. A special tender offer may not be consummated unless a majority of the shareholderswho announced their stand on such offer have accepted it (in counting the total votes of such shareholders, shares held by the controllingshareholders, shareholders who have personal interest in the offer, shareholders who own 25% or more of the voting rights in the company,relatives or representatives of any of the above or the bidder and corporations under their control, shall not be taken into account).A shareholder may be free to object to such an offer without such objection being deemed as a waiver of his right to sell its respectiveshares if the transaction is approved by a majority of the company’s shareholders despite his objection. In such case, a shareholderwho objected to the offer may agree to sell its shares within four days from the last date provided to agree to such an offer. Sharespurchased not in accordance with those provisions will become “dormant shares” and will not grant the purchaser any rightsso long as they are held by the purchaser.

In the event that a specialtender offer is made, a company’s board of directors is required to express its opinion on the advisability of the offer, or shallabstain from expressing any opinion if it is unable to do so, provided that it gives the reasons for its abstention. In addition, theboard of directors must disclose any personal interest each member of the board of directors has in the offer or stems therefrom.

In the event that a specialtender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or suchcontrolling person or entity shall refrain from making a subsequent tender offer for the purchase of shares of the target company andcannot execute a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such personor entity undertook to effect such an offer or merger in the initial special tender offer.

Full Tender Offer

A person wishing to acquireshares or a class of shares of an Israeli public company and who would, as a result, own more than 90% of the target company’s issuedand outstanding share capital or of certain class of its shares, is required by the Companies Law to make a full tender offer (as definedin the Companies Law) to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the companyor class of shares. If either (i) the shareholders who do not accept the offer hold, in the aggregate, less than 5% of the issued andoutstanding share capital of the company or of the applicable class, and more than half of the shareholders who do not have a personalinterest in the offer accept the offer, or (ii) the shareholders who do not accept the offer hold less than 2% of the issued and outstandingshare capital of the company or of the applicable class, then all of the shares that the acquirer offered to purchase will be transferredto the acquirer by operation of law. However, a shareholder that had its shares so transferred, whether or not it accepted the tenderoffer (unless otherwise provided in the offering memorandum), may, within six (6) months from the date of acceptance of the tender offer,petition the court to determine that the tender offer was for less than fair value and that the fair value should be paid as determinedby the court. If the shareholders who did not accept the tender offer hold at least 5% of the issued and outstanding share capital ofthe company or of the applicable class of shares, the acquirer may not acquire shares of the company that will increase its holdings tomore than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who accepted thetender offer.

Mergers

The Companies Law providesthat corporate mergers require the approval of both companies’ boards of directors and shareholders. The board of directors of amerging company is required pursuant to the Companies Law to discuss and determine whether in its opinion there exists a reasonable concernthat as a result of a proposed merger, the surviving company will not be able to satisfy its obligations towards its creditors, takinginto account the financial status of the merging companies. If the board of directors has determined that such a concern exists, it maynot approve a proposed merger. In the event, however, that shares of the target company are held by the acquiring company or by a personholding 25% or more of any type of controlling means of the acquiring company, the merger will not be approved if a majority of the shareholdersof the target company attending and voting at the meeting at which the merger is considered (without taking into account, for that purpose,the shares held by the acquiring company or by a person holding 25% or more of any type of controlling means of the acquiring company)object to and do not vote in favor of the merger. If a person holds 25% or more of any type of controlling means of more than one mergingcompany, the same provisions shall apply with regard to the shareholders’ vote with respect to each such company. Upon the requestof a creditor of either party to the proposed merger, the court may delay or prevent the merger if the court concludes that there existsa reasonable concern that as a result of the merger the surviving company will be unable to satisfy the target company’s obligations.Furthermore, a merger may not close unless at least 30 days have passed from the time that the general meeting of each of the mergingcompanies was held and at least 50 days have passed from the date on which the merger proposal was sent to the Israeli Registrar of Companies.

Significant Private Placements

Under the Companies Law, if(i) as a result of a private placement a person would become a controlling shareholder or (ii) a private placement will entitle investorsto receive 20% or more of the voting rights of a company as calculated before the private placement, and all or part of the private placementconsideration is not in cash or in public traded securities or is not in market terms and if as a result of the private placement theholdings of a substantial shareholder shall increase or as a result of it a person shall become a substantial shareholder, then in eithercase, the allotment must be approved by the board of directors and by the shareholders of the company. A “substantial shareholder”in connection with a private placement as set forth above, is defined as a shareholder who holds five percent or more of the company’soutstanding share capital or voting rights, and which assumes the exercise of all of the securities convertible into shares either heldby that person prior to such private placement or offered to such person under the private placement. Otherwise, under the Companies Law,a private placement of securities does not require approval at a general meeting of the shareholders of a company; provided however, thatin other special circumstances, such as a private placement completed in lieu of a special tender offer, or a private placement undercircumstances which qualifies as a related party transaction requiring shareholder approval, approval at a general meeting of the shareholdersof a company is then also required.

DESCRIPTION OF AMERICAN DEPOSITARY SHARES

The Bank of New York Mellon, as depositary, registers and deliversthe American Depositary Shares, also referred to as ADSs. Each ADS represents two hundred Ordinary Shares (or a right to receive two hundredOrdinary Shares) deposited with Bank Hapoalim or Bank Leumi, as custodian for the Depositary in Israel. Each ADS will also represent anyother securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will beadministered is located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A)directly (i) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific numberof ADSs, registered in your name, or (ii) by having uncertificated ADSs registered in your name, or (B) indirectly by holding a securityentitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository TrustCompany, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This descriptionassumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institutionto assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find outwhat those procedures are.

Registered holders of uncertificatedADSs will receive statements from the depositary confirming their holdings.

As an ADS holder, we willnot treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositarywill be the holder of the shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. The Deposit Agreementamong us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as wellas the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

The following is a summaryof the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and theform of ADR. Directions on how to obtain copies of those documents are provided under the heading “Where You Can Find AdditionalInformation”.

Dividends and Other Distributions

How will you receivedividends and other distributions on the shares?

The depositary has agreedto pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on shares or other depositedsecurities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of sharesyour ADSs represent.

Cash. The depositarywill convert any cash dividend or other cash distribution we pay on the shares into U.S. dollars, if it can do so on a reasonable basisand can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot beobtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possibleto do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not investthe foreign currency and it will not be liable for any interest.

Before making a distribution,any withholding taxes, or other governmental charges that must be paid will be deducted. See “Taxation – Israeli Tax Considerations”for more details. It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If theexchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some of the value of thedistribution.

Shares. The depositarymay distribute additional ADSs representing any shares we distribute as a dividend or free distribution. The depositary will only distributewhole ADSs. It will sell shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distributethe net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs willalso represent the new shares. The depositary may sell a portion of the distributed shares (or ADSs representing those shares) sufficientto pay its fees and expenses in connection with that distribution.

Rights to purchase additionalshares. If we offer holders of our securities any rights to subscribe for additional shares or any other rights, the depositary may(i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distributethe net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary doesnot do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exerciseor distribute rights only if we ask it to and provide satisfactory assurances to the depositary that doing so does not require registrationof any securities under the Securities Act of 1933, as amended, or the “Securities Act.” If the depositary will exercise rights,it will purchase the securities to which the rights relate and distribute those securities or, in the case of shares, new ADSs representingthe new shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities lawsmay restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certainADS holders, and the securities distributed may be subject to restrictions on transfer.

Other Distributions. Thedepositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal and practical.If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distributethe net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also representthe newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holdersunless it receives satisfactory assurances from us that such distribution does not require registration of such securities under the SecuritiesAct. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connectionwith that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADSholders, and the securities distributed may be subject to restrictions on transfer.

The depositary is not responsibleif it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to registerADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distributionof ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our sharesor any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

How are ADSs issued?

The depositary will deliverADSs if you or your broker deposits shares or evidence of rights to receive shares with the custodian. Upon payment of its fees and expensesand of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate numberof ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

How can ADS holders withdraw the depositedsecurities?

You may surrender your ADSsfor the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or governmentalcharges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the shares and any other deposited securitiesunderlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, riskand expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee andits expenses for instructing the custodian regarding delivery of deposited securities.

How do ADS holders interchange between certificatedADSs and uncertificated ADSs?

You may surrender your ADRto the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send tothe ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receiptby the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSsfor certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

Voting Rights

How do you vote?

ADS holders may instruct thedepositary how to vote the number of deposited shares their ADSs represent. If we request the depositary to solicit your voting instructions(and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materialsavailable to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary howto vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as faras practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to haveits agents vote the shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicityour voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, butit is not required to do so.

Except by instructing thedepositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the shares.However, you may not know about the meeting enough in advance to withdraw the shares. In any event, the depositary will not exerciseany discretion in voting deposited securities and it will only vote or attempt to vote as instructed by the holder of the ADSs or as describedin the following sentence. If we asked the depositary to solicit your instructions at least 30 days before the meeting date but the depositarydoes not receive voting instructions from you by the specified date, it will consider you to have authorized and directed it to give adiscretionary proxy to a person designated by us to vote the number of deposited securities represented by your ADSs. The depositary willgive a discretionary proxy in those circumstances to vote on all questions at to be voted upon unless we notify the depositary that:

We are required to notifythe depositary if one of the conditions specified above exists.

We cannot assure you thatyou will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositaryand its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.This means that you may not be able to exercise voting rights and there may be nothing you can do if your shares are not voted as yourequested.

In order to give you a reasonableopportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the depositaryto act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 30 daysin advance of the meeting date.

Fees and Expenses

The depositary collects itsfees for delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal orfrom intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from theamounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositaryservices by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participantsacting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion ofsecurities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse toprovide fee-attracting services until its fees for those services are paid.

From time to time, the depositarymay make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program,waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performingits duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that areowned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

The depositary may convert foreign currency itself or through any ofits affiliates and, in those cases, acts as principal for its own account and not as an agent, fiduciary or broker on behalf of any otherperson and earns revenue, including, without limitation, fees and spreads that it will retain for its own account. The revenue is basedon, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreementand the rate that the depositary or its affiliate receives in an offsetting foreign currency trade. The depositary makes no representationthat the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that couldbe obtained at the time or as to the method by which that rate will be determined, subject to its obligations under the deposit agreement.The methodology used to determine exchange rates used in currency conversions is available upon request.

Payment of Taxes

You will be responsible forany taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositarymay refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until thosetaxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxesowed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce thenumber of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paidthe taxes.

Tender and Exchange Offers; Redemption, Replacementor Cancellation of Deposited Securities

The depositary will not tenderdeposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subjectto any conditions or procedures the depositary may establish.

If deposited securities areredeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will callfor surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender ofthose ADSs.

If there is any change inthe deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalizationor reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieuof the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement.However, if the depositary decides it would not be lawful to hold the replacement securities because those securities could not be distributedto ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds uponsurrender of the ADSs.

If there is a replacementof the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSsrepresenting the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new depositedsecurities.

If there are no depositedsecurities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have becomeapparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

Amendment and Termination

How may the deposit agreement be amended?

We may agree with the depositaryto amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, exceptfor taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similaritems, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositarynotifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs,to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

How may the deposit agreement be terminated?

The depositary will initiatetermination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:

If the deposit agreement willterminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date,the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as anyother cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of theADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

After the termination dateand before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except thatthe depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the sellingprocess. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securitieshave been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date,the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securitiesto the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement exceptas described in this paragraph.

Limitations on Obligations and Liability

The deposit agreement expresslylimits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We andthe depositary:

In the deposit agreement,we and the depositary agree to indemnify each other under certain circumstances.

Requirements for Depositary Actions

Before the depositary willdeliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

The depositary may refuseto deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any timeif the depositary or we think it advisable to do so.

Right to Receive the Shares Underlying yourADSs

ADS holders have the rightto cancel their ADSs and withdraw the underlying shares at any time except:

This right of withdrawal maynot be limited by any other provision of the deposit agreement.

Direct Registration System

In the deposit agreement,all parties to the deposit agreement acknowledge that the Direct Registration System, also referred to as DRS, and Profile ModificationSystem, also referred to as Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange betweenregistered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is afeature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositaryto register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant withoutreceipt by the depositary of prior authorization from the ADS holder to register that transfer.

In connection with and inaccordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositarywill not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration oftransfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstandingany requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s relianceon and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreementwill not constitute negligence or bad faith on the part of the depositary.

Shareholder Communications; Inspection of Registerof Holders of ADSs

The depositary will make availablefor your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generallyavailable to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communicationsavailable to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting thoseholders about a matter unrelated to our business or the ADSs.

Transfer Agent and Registrar

Our transfer agent and registrar will be the depositary for the ADSs,The Bank of New York Mellon, and its address is 240 Greenwich Street, New York, NY 10286.

Listing

Our Ordinary Shares are currentlytraded on the TASE under the symbol “PPBT.” The ADSs are listed on The Nasdaq Capital Market under the symbol “PPBT.”

DESCRIPTION OF SECURITIES WE ARE OFFERING

We are offering up to 2,702,702 ADSs, with eachADS representing 200 of our Ordinary Shares, or 540,540,400 Ordinary Shares in the aggregate, Pre-Funded Warrants to purchase upto 2,702,702 ADSs and Warrants to purchase up to 5,405,404 ADSs. For each Pre-Funded Warrant we sell, the number of ADSs we are offeringwill be decreased on a one-for-one basis. We are also registering the ADSs issuable from time to time upon exercise of the Warrants andPre-Funded Warrants offered hereby.

American Depositary Shares (ADSs)

The material terms and provisionsof the ADSs and our Ordinary Shares are described in the section entitled “Description of Share Capital” beginning on page15 of this prospectus.

Warrants

The following is a brief summary of certainterms and conditions of the Warrants being offered by us. The following description is subject in all respects to the provisions containedin the form of Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

Duration and Exercise Price. Each Warrantwill have an exercise price equal to $         per ADS. The Warrants will be immediately exercisablefrom the date of issuance until the twenty-four (24) month anniversary of the initial exercise date. The exercise price and numberof ADSs issuable upon exercise of the Warrants is subject to appropriate adjustment in the event of share dividends, share splits, subsequentrights offerings, pro rate distributions, reorganizations, or similar events affecting our Ordinary Shares and ADSs and the exercise price.The Warrants will be issued in certificated form only.

Exercisability. TheWarrants will be exercisable, at the option of each holder, in whole or in part, by delivering to the Company a duly executed exercisenotice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise asdiscussed below). No fractional ADSs will be issued in connection with the exercise of a Warrant.

A holder (together with itsaffiliates) may not exercise any portion of such holder’s Warrants to the extent that the holder would beneficially own more than4.99% (or, at the election of the holder, 9.99%) of the outstanding Ordinary Shares represented by ADSs immediately after exercise, exceptthat upon prior notice from the holder to the Company, the holder may increase or decrease the amount of beneficial ownership of outstandingADSs after exercising the holder’s Warrants up to 9.99% of the number of the Ordinary Shares outstanding immediately after givingeffect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants, provided that any increasewill not be effective until 61 days following notice to us.

Cashless Exercise. Ifat the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not availablefor the issuance of the underlying shares to the holder, in lieu of making the cash payment otherwise contemplated to be made to us uponsuch exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in wholeor in part) the net number of ADSs determined according to a formula set forth in the Warrants. 

Fundamental Transactions.If at any time the Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions, effectsa Fundamental Transaction (as defined in the Warrant), a holder of Warrants will be entitled to receive, upon exercise of the Warrants,the kind and amount of securities, cash or other property that such holder would have received had they exercised the Warrants immediatelyprior to the Fundamental Transaction. In addition, in certain circumstances, upon a Fundamental Transaction, the holder of the Warrantswill have the right to require us or a successor entity to repurchase the unexercised portion of the Warrants for cash at the Black-ScholesValue (as defined in the Warrants); provided, however, that, if the Fundamental Transaction is not within our control, including not approvedby our Board of Directors, then the holder will only be entitled to receive the same type or form of consideration (and in the same proportion),at the Black-Scholes Value of the unexercised portion of the Warrant that is being offered and paid to the holders of ADSs in connectionwith the Fundamental Transaction, whether that consideration is in the form of cash, stock or any combination of cash and stock, or whetherthe holders of ADSs are given the choice to receive alternative forms of consideration in connection with the fundamental transaction.

Transferability. Subjectto applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrants to us together with the appropriateinstruments of transfer.

Rights as a Shareholder.Except as otherwise provided in the Warrants or by virtue of the holder’s ownership of the ADSs, such holder of Warrants doesnot have the rights or privileges of a holder of the ADSs, including any voting rights, until such holder exercises such holder’sWarrants.

Waivers and Amendments.The Warrants may be modified or amended or the provisions of the Warrants waived with the Company’s and the holder’s writtenconsent.

Trading Market and Listing. There is no established trading market for the Warrants, and we do not expect an active trading market to develop. We do not intendto apply to list the Warrants on any securities exchange or other trading market. Without a trading market, the liquidity of the Warrantswill be extremely limited.

Pre-Funded Warrants

The following is a brief summary of certainterms and conditions of the Pre-Funded Warrants being offered by us. The following description is subject in all respects to the provisionscontained in the form of Pre-Funded Warrant, the form of which is filed as an exhibit to the registration statement of which this prospectusforms a part.

Duration and Exercise Price. The Pre-FundedWarrants will have an exercise price of $0.0001 per ADS. The Pre-Funded Warrants will be immediately exercisable and may be exercisedat any time after their original issuance until such Pre-Funded Warrants are exercised in full. The exercise price and number of ADSsissuable upon exercise are subject to appropriate adjustment in the event of share dividends (bonus issues), share splits (share consolidationsor subdivisions), reorganizations or similar events affecting our ADSs. The exercise price and number of ADSs issuable upon exercise ofthe Pre-Funded Warrants is subject to appropriate adjustment in the event of share dividends, share splits, subsequent rights offerings,pro rate distributions, reorganizations, or similar events affecting our Ordinary Shares and ADSs and the exercise price. The Pre-FundedWarrants will be issued in certificated form only.

Exercisability. ThePre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise asdiscussed below). No fractional ADSs will be issued in connection with the exercise of a Pre-Funded Warrant.

A holder (together with itsaffiliates) may not exercise any portion of such holder’s Pre-Funded Warrants to the extent that the holder would beneficially ownmore than 4.99% (or, at the election of the holder, 9.99%) of the outstanding Ordinary Shares represented by ADSs immediately after exercise,except that upon prior notice from the holder to the Company, the holder may increase or decrease the amount of beneficial ownership ofoutstanding ADSs after exercising the holder’s Pre-Funded Warrants up to 9.99% of the number of the Ordinary Shares outstandingimmediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-FundedWarrants, provided that any increase will not be effective until 61 days following notice to us.

Cashless Exercise.At the time a holder exercises its Pre-Funded Warrants, in lieu of making the cash payment otherwise contemplated to be made to us uponsuch exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in wholeor in part) the net number of ADSs determined according to a formula set forth in the Pre-Funded Warrants.

Fundamental Transactions.If at any time the Pre-Funded Warrants are outstanding, the Company, either directly or indirectly, in one or more related transactions,effects a Fundamental Transaction (as defined in the Pre-Funded Warrant), a holder of Warrants will be entitled to receive, upon exerciseof the Pre-Funded Warrants, the kind and amount of securities, cash or other property that such holder would have received had they exercisedthe Pre-Funded Warrants immediately prior to the Fundamental Transaction.

Transferability. Subjectto applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants to ustogether with the appropriate instruments of transfer.

Rights as a Shareholder.Except as otherwise provided in the Pre-Funded Warrants or by virtue of the holder’s ownership of the ADSs, such holder of Pre-FundedWarrants does not have the rights or privileges of a holder of the ADSs, including any voting rights, until such holder exercises suchholder’s Pre-Funded Warrants.

Waivers and Amendments.The Pre-Funded Warrants may be modified or amended or the provisions of the Warrants waived with the Company’s and the holder’swritten consent.

Trading Market and Listing. There is no established trading market for the Pre-Funded Warrants, and we do not expect an active trading market to develop. Wedo not intend to apply to list the Pre-Funded Warrants on any securities exchange or other trading market. Without a trading market, theliquidity of the Pre-Funded Warrants will be extremely limited.

Placement Agent Warrants

We have also agreed to issue to the PlacementAgent (or its designees) the Placement Agent Warrants to purchase up to        ADSs as compensationin connection with this offering (equal to 7.0% of the aggregate number of ADS (or ADS equivalent) issued in the offering. The PlacementAgent Warrants will be exercisable upon issuance and will have substantially the same terms as the Warrants described above, except thatthe Placement Agent Warrants will have an exercise price of $        per ADS (representing 125% ofthe combined public offering price per ADS and accompanying Warrants). See “Plan of Distribution” below.

TAXATION

The following descriptionis not intended to constitute a complete analysis of all tax consequences relating to our Securities. You should consult your own taxadvisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws ofany state, local, non-U.S. or other taxing jurisdiction.

Israeli Tax Considerations

Thefollowing is a brief summary of the material tax consequences under Israeli law concerning the purchase, ownership and disposition ofour securities purchased in this offering. This discussion does not purport to constitute a complete analysis of all potential Israelitax consequences applicable to investors upon purchasing, owning or disposing of our securities. In particular, this discussion does nottake into account the specific circumstances of any particular investor, such as traders in securities or persons that own, directly orindirectly, 10% or more of our outstanding voting capital, all of whom are subject to special tax regimes not covered in this discussion.Some parts of this discussion may be based on new tax legislation which has not been subject to judicial or administrative interpretation.The discussion below is subject to change, including due to amendments under Israeli law or changes to the applicable judicial or administrativeinterpretations of Israeli law, which change could affect the tax consequences described below. The discussion should not be construedas legal or professional tax advice and does not cover all possible tax considerations.

Eachprospective investor in our securities is urged to consult its own tax advisor with respect to the particular tax consequences to suchinvestor of the acquisition, ownership and disposition of our securities, including the applicability and effect of any Israeli tax lawsand any applicable tax treaties.

General CorporateTax Structure in Israel

Israelicompanies are generally subject to corporate tax on their taxable income. The Israeli corporate tax rate is 23% since 2018. 

Taxation of Shareholders

Capital Gains

Israelilaw generally imposes a capital gains tax on the sale of any capital assets by residents of Israel, as defined for Israeli tax purposes,and on the sale of capital assets by a non-resident of Israel if those assets (i) are located in Israel, (ii) are shares or a right toshares in an Israeli resident corporation, or (iii) represent, directly or indirectly, rights to assets located in Israel, or (iv) a rightin a foreign resident corporation, which in its essence is the owner of a direct or indirect right to property located in Israel (withrespect to the portion of the gain attributed to the property located in Israel), unless a specific exemption is available or unless atax treaty between Israel and the shareholder’s country of residence provides otherwise. The law distinguishes between real gainand inflationary surplus. The inflationary surplus is a portion of the total capital gain, which is equivalent to the increase of therelevant asset’s purchase price, which is attributable to the increase in the Israeli consumer price index between the date of purchaseand the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus. 

Thetax rate applicable to capital gains derived from the sale of our securities, whether listed on a stock market or not, is subject to amarginal tax rate according to Section 121 of the Israeli Income Tax Ordinance but shall not exceed 25% for Israeli individuals, unlesssuch shareholder claims a deduction for financing expenses in connection with such security, in which case the gain will generally betaxed at a rate of 30%. Additionally, if such shareholder is considered a “significant shareholder” at any time during the12-month period preceding such sale (i.e., such shareholder holds directly or indirectly, including jointly with others, at least 10%of any means of control in the company) the tax rate will be 30%. However, different tax rates may apply to dealers in securities andshareholders who acquired their securities prior to an initial public offering. Israeli companies are subject to the corporate tax rateas specified in Section 126 of the Israeli Income Tax Ordinance on capital gains derived from the sale of shares.

Corporateand individual shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income which is 23% forcorporations, and a marginal tax rate of up to 47% for individuals.

Notwithstandingthe foregoing, real capital gains generated from the sale of our securities by a non-Israeli shareholder may be exempt from Israeli taxunder the Israeli Income Tax Ordinance provided that the following cumulative conditions are met: (i) the securities were purchased uponor after the registration of the securities on a non-Israeli stock exchange (NASDAQ); and (ii) the seller does not have a permanent establishmentin Israel to which the generated capital gain is attributed. However, non-Israeli resident corporations will not be entitled to the foregoingexemption if Israeli residents: (i) hold more than 25% or more means of control in such non-Israeli corporation or (ii) arethe beneficiaries of, or are entitled to, 25% or more of the income or profits of such non-Israeli corporation, whether directly or indirectly.In addition, such exemption would not be available to a person whose gains from selling or otherwise disposing of securities are deemedto be business income.

Inaddition, the sale of securities may be exempt from Israeli capital gain tax under the provisions of an applicable double tax treaty (subjectto the receipt in advance of a valid certificate from the Israel Tax Authority allowing for such an exemption). For example, the Conventionbetween the Government of the U.S. and the Government of the State of Israel with respect to Taxes on Income (the “U.S.- IsraelDouble Tax Treaty”) exempts a U.S. resident (for purposes of the treaty) from Israeli capital gains tax in connection with the saleof the Ordinary Shares or ADSs, provided that: (i) the U.S. resident owned, directly or indirectly, less than 10% of the voting powerof the company at any time within the 12 month period preceding such sale; (ii) the U.S. resident, being an individual, is present inIsrael for a period or periods of less than 183 days in the aggregate during the taxable year; (iii) the capital gain from the sale, exchangeor disposition was not derived through a permanent establishment of the U.S. resident; and (iv) the capital gains arising from such sale,exchange or disposition is not attributed to real estate located in Israel or a resident in Israel; however, under the U.S-Israel DoubleTax Treaty, the taxpayer would be permitted to claim a credit for such taxes against the U.S. federal income tax imposed with respectto such sale, exchange or disposition, subject to the limitations under U.S. law applicable to foreign tax credits. The U.S-Israel DoubleTax Treaty does not relate to U.S. state or local taxes.

Payersof consideration for the securities, including the purchaser, the Israeli stockbroker or the financial institution through which the securitiesare held, are obligated, subject to certain exemptions, to withhold tax upon sale of securities from the amount of consideration paidupon the sale of the securities (or on the real capital gain realized on the sale, if known), at a rate of 25% for an individual or ata rate of corporate tax for a corporation (23% in 2018 and thereafter).

Uponthe sale of traded securities, a detailed return, including a computation of the tax due, must be filed and an advanced payment must bepaid to the Israel Tax Authority on January 31 and July 31 of every tax year in respect of sales of traded securities made within theprevious six months. However, if all tax due was withheld at source according to applicable provisions of the Israeli Income Tax Ordinanceand regulations promulgated thereunder, such return need not be filed and no advance payment must be paid. Capital gains are also reportableon annual income tax returns.

Dividends

Dividendsdistributed by a company from income, which is not attributed to an Approved Enterprise, a Benefited Enterprise, a Preferred Enterpriseor a Preferred Technology Enterprise, as defined in the Israel’s Encouragement of Capital Investment Law, 1959, to a shareholderwho is an Israeli resident individual will be generally subject to income tax at a rate of 25%. However, a 30% tax rate will generallyapply if the dividend recipient is a Controlling Shareholder, as defined above, at the time of distribution or at any time during thepreceding 12-month period. If the recipient of the dividend is an Israeli resident corporation, such dividend will generally not be subjectto tax provided that the income from which such dividend is distributed, derived or accrued within Israel.

Non-Israeliresidents (either an individual or a corporation) are generally subject to Israeli tax on the receipt of dividends at the rate of 25%(30% if the dividend recipient is a Controlling Shareholder at the time of distribution or at any time during the preceding 12-month period).Dividends distributed by an Israeli resident company from income, which is attributed to a Preferred Enterprise or Preferred TechnologyEnterprise, to a non-Israeli resident (either an individual or a corporation) are generally subject to withholding tax at a rate of 20%.These rates may be reduced under the provisions of an applicable double tax treaty. For example, under the U.S.-Israel Double Tax Treaty,the following tax rates will apply in respect of dividends distributed by an Israeli resident company to a U.S. resident: (i) if the U.S.resident is a corporation which holds during that portion of the taxable year which precedes the date of payment of the dividend and duringthe whole of its prior taxable year (if any), at least 10% of the outstanding shares of the voting stock of the Israeli resident payingcorporation and not more than 25% of the gross income of the Israeli resident paying corporation for such prior taxable year (if any)consists of certain types of interest or dividends the tax rate is 12.5%; (ii) if both the conditions mentioned in clause (i) above aremet and the dividend is paid from an Israeli resident company’s income which was entitled to a reduced tax rate under The Law forthe Encouragement of Capital Investments, 1959, the tax rate is 15%; and (iii) in all other cases, the tax rate is 25%. The aforementionedrates under the U.S.-Israel Double Tax Treaty will not apply if the dividend income is attributed to a permanent establishment of theU.S. resident in Israel and is subject to certain exemptions under such treaty.

Payersof dividends on our shares, including the Israeli stockbroker effectuating the transaction, or the financial institution through whichthe securities are held, are required, subject to any of the foregoing exemptions, reduced tax rates and the demonstration of a shareholderof his, her or its foreign residency, to withhold taxes upon the distribution of dividends at a rate of 25%, provided that the sharesare registered with a nominee company (for corporations and individuals).

Exercise or Lapseof Warrants

Aholder of Warrants generally will not recognize gain or loss upon the exercise of a Warrant for cash. An ADS acquired pursuant to theexercise of a Warrant for cash generally will have a tax basis equal to the holder’s tax basis in the Warrant, increased by theamount paid to exercise the Warrant. The holding period of such ADS (or Ordinary Share represented thereby) generally would begin on theday after the date of exercise of the Warrant. If a Warrant is allowed to lapse unexercised, the holder generally will recognize a capitalloss equal to such holder’s tax basis in the Warrant.

Itis possible that a cashless exercise would be treated as a taxable exchange in which gain or loss is recognized. In such event, a holdercould be deemed to have surrendered a number of Warrants with a fair market value equal to the exercise price for the number of Warrantsdeemed exercised. For this purpose, the number of Warrants deemed exercised would be equal to the number of Warrants that would entitlethe holder to receive upon exercise the number of ADSs issued pursuant to the cashless exercise of the Warrants. In this situation, theholder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Warrants deemedsurrendered to pay the exercise price and the holder’s tax basis in the Warrants deemed surrendered.

Adjustments withRespect to Warrants.

Theterms of the Warrants and Pre-Funded Warrants provide for an adjustment to the number of ADSs for which the warrant may be exercised oradjustment to the exercise price of the warrant in certain events. An adjustment of the exercise price or an adjustment that has the effectof preventing dilution generally is not taxable. However, the holders of the Warrants or Pre-Funded Warrants may be treated as receivinga constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in ourassets or earnings and profits (e.g., through a decrease in the exercise price of the Warrants or Pre-Funded Warrants) as a result ofa distribution of cash to the holders of our Ordinary Shares. Such constructive distribution would be subject to tax as described abovein the same manner as if the holders of the Warrants or Pre-Funded Warrants received a cash distribution from us equal to the fair marketvalue of such increased interest. Holders of Warrants and Pre-Funded Warrants are urged to consult their own tax advisors on these issues.

Excess Tax

Individualholders who are subject to tax in Israel (whether any such individual is an Israeli resident or non-Israeli resident) and who have taxableincome that exceeds a certain threshold in a tax year (NIS 698,280 for 2023 and NIS 721,560 for 2024 and 2025), will be subject to anadditional tax on any income in excess of such amount, at the rate of 3% on any such taxable income prior to January 1, 2025 and commencingJanuary 1, 2025, at the rate of 3% of any such active taxable income and 5% of any such passive taxable income. For this purpose, passivetaxable income includes taxable capital gains from the sale of securities and taxable income from interest and dividends, subject to theprovisions of an applicable double tax treaty.

Estate and GiftTax

Israelilaw presently does not impose estate or gift taxes.

U.S. Federal IncomeTax Considerations

Thefollowing is a description of certain U.S. federal income tax consequences relating to the ownership and disposition of the ADSs, thePre-Funded Warrants and the Series B Warrants by a holder. This description addresses only the U.S. federal income tax consequences toholders that are initial purchasers of the ADSs, the Pre-Funded Warrants and the Series B Warrants and that hold such ADSs, Pre-FundedWarrants and Series B Warrants as capital assets. This description does not address tax considerations applicable to holders that maybe subject to special tax rules, including, without limitation:

Moreover,this description does not address the U.S. federal estate, gift, or alternative minimum tax consequences, or any U.S. state, local ornon-U.S. tax consequences of the acquisition, ownership and disposition of the ADSs, the Pre-Funded Warrants and the Series B Warrants.

Thisdescription is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, existing, proposed and temporary U.S. TreasuryRegulations promulgated thereunder and administrative and judicial interpretations thereof, in each case as in effect and available onthe date hereof. All the foregoing is subject to change, which change could apply retroactively and could affect the tax consequencesdescribed below. There can be no assurances that the U.S. Internal Revenue Service, or IRS, will not take a different position concerningthe tax consequences of the acquisition, ownership and disposition of the ADSs, the Pre-Funded Warrants and the Series B Warrants or thatsuch a position would not be sustained. Holders should consult their own tax advisers concerning the U.S. federal, state, local and foreigntax consequences of acquiring, owning and disposing of the ADSs in their particular circumstances.

Forpurposes of this description, the term “U.S. Holder” means a beneficial owner of the ADSs, the Pre-Funded Warrants and theSeries B Warrants that, for U.S. federal income tax purposes, is (i) a citizen or resident of the United States, (ii) a corporation (orentity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States,any state thereof, or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income tax regardless ofits source or (iv) a trust (x) with respect to which a court within the United States is able to exercise primary supervision over itsadministration and one or more U.S. persons have the authority to control all of its substantial decisions or (y) that has elected tobe treated as a domestic trust for U.S. federal income tax purposes.

A“Non-U.S. Holder” is a beneficial owner of the ADSs, the Pre-Funded Warrants and the Series B Warrants that is neither a U.S.Holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

Ifa partnership (or any other entity treated as a partnership for U.S. federal income tax purposes) holds the ADSs, the Pre-Funded Warrantsand the Series B Warrants, the U.S. federal income tax consequences relating to an investment in the ADSs, the Pre-Funded Warrants andthe Series B Warrants will depend in part upon the status of the partner and the activities of the partnership. Such a partner or partnershipshould consult its tax advisor regarding the U.S. federal income tax consequences of acquiring, owning and disposing of the ADSs, thePre-Funded Warrants and the Series B Warrants in its particular circumstances.

Personsconsidering an investment in the ADSs, the Pre-Funded Warrants and the Series B Warrants should consult their own tax advisors as to theparticular tax consequences applicable to them relating to the acquisition, ownership and disposition of the ADSs, the Pre-Funded Warrantsand the Series B Warrants, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

Tax Treatment of Pre-funded Warrants

Although the law is not completelysettled in the area, Pre-Funded Warrants will likely be treated as ADSs for U.S. federal income tax purposes. Any person that receivesPre-Funded Warrants in this offering should consult their own tax advisor regarding the application of the U.S. federal income tax lawsto their particular situation. The remainder of this summary assumes that the Pre-Funded Warrants will be treated as ADSs for U.S. federalincome tax purposes. Subsequent references in this to ADSs will also include reference to Pre-Funded Warrants, as applicable or unlessotherwise noted.

Allocation of PurchasePrice

Each purchaser of our ADSsmust allocate its purchase price for such ADSs between the ADSs and Pre-Funded Warrants received based on the respective relative fairmarket values of each at the time of issuance. This allocation of the purchase price will establish the holder’s initial tax basisfor U.S. federal income tax purposes for each ADS and Pre-Funded Warrant. This position is not free from doubt, and a Holder’s allocationof the purchase price among our ADSs and Pre-Funded Warrants is not binding on the IRS or the courts, and no assurance can be given thatthe IRS or the courts will agree with a holder’s allocation. Each Holder should consult its own tax advisor regarding the allocationof the purchase price among the ADSs and Pre-Funded Warrants.

Exchangeof ADSs for Ordinary Shares

Ingeneral, if you hold ADSs, you will be treated as the holder of the underlying Ordinary Shares represented by those ADSs for U.S. federalincome tax purposes. Accordingly, gain or loss generally will not be recognized if you exchange ADSs for the underlying Ordinary Sharesrepresented by those ADSs. In addition, you will receive a basis in your Ordinary Shares equal to the basis of your ADSs exchanged forsuch shares.

Taxationof Dividends and Other Distributions on the ADSs

Subjectto the discussion below under “Passive Foreign Investment Company Consequences,” if you are a U.S. Holder, the gross amountof any distribution made to you with respect to the ADSs before reduction for any Israeli taxes withheld therefrom, generally will beincludible in your income as dividend income to the extent such distribution is paid out of our current or accumulated earnings and profitsas determined under U.S. federal income tax principles. Non-corporate U.S. Holders may qualify for the lower rates of taxation with respectto dividends on ADSs applicable to “qualified dividends,” provided that certain conditions are met, including certain holdingperiod requirements and the absence of certain risk reduction transactions. Such lower rate of taxation shall not apply if we are a PFICfor the taxable year in which we pay a dividend. Moreover, such dividends will not be eligible for the dividends received deduction generallyallowed to corporate U.S. Holders irrespective of PFIC status. To the extent that the amount of any distribution by us exceeds our currentand accumulated earnings and profits as determined under U.S. federal income tax principles, it will be treated first as a tax-free returnof your adjusted tax basis in the ADSs and thereafter as either long-term or short-term capital gain depending upon whether the U.S. Holderhas held the ADSs for more than one year as of the time such distribution is received.

Ifyou are a U.S. Holder, dividends paid to you with respect to the ADSs will be foreign source income for foreign tax credit purposes. Subjectto certain conditions and limitations, Israeli tax withheld on dividends may be deducted from your taxable income or credited againstyour U.S. federal income tax liability. The limitation on foreign taxes eligible for credit is calculated separately with respect to specificclasses of income. For this purpose, dividends generally constitute “passive category income.” A foreign tax credit for foreigntaxes imposed on distributions may be denied if you do not satisfy certain minimum holding period requirements. The rules relating tothe determination of the foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extentyou will be entitled to this credit.

Theamount of a distribution paid to a U.S. Holder in a foreign currency will be the dollar value of the foreign currency calculated by referenceto the spot exchange rate on the day the U.S. Holder receives the distribution, regardless of whether the foreign currency is convertedinto U.S. dollars at that time. Any foreign currency gain or loss a U.S. Holder realizes on a subsequent conversion of foreign currencyinto U.S. dollars will be U.S. source ordinary income or loss. If dividends received in foreign currency are converted into U.S. dollarson the day they are received, a U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect ofthe dividend.

Subjectto the discussion below under “Backup Withholding Tax and Information Reporting Requirements,” if you are a Non-U.S. Holder,you generally will not be subject to U.S. federal income (or withholding) tax on dividends received by you on your ADSs, unless:

Sale,Exchange or Other Disposition of the ADSs

Subjectto the discussion below under “Passive Foreign Investment Company Consequences,” if you are a U.S. Holder, you generally willrecognize gain or loss on the sale, exchange or other disposition of the ADSs equal to the difference between the amount realized on suchsale, exchange or other disposition and your adjusted tax basis in the ADSs and such gain or loss will be capital gain or loss. The adjustedtax basis in an ADS generally will be initially determined as described above in “Tax Basis of each ADS.” If you are a non-corporateU.S. Holder, capital gain from the sale, exchange or other disposition of an ADS is generally eligible for a preferential rate of taxationapplicable to capital gains, if your holding period determined at the time of such sale, exchange or other disposition for such ADS exceedsone year (i.e., such gain is long-term capital gain). The deductibility of capital losses is subject to limitations. Any such gain orloss generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes. A foreign tax credit for foreigntaxes imposed on capital gains may be denied if you do not satisfy certain minimum holding period requirements. The rules relating tothe determination of the foreign tax credit are complex, and it is possible that the ability of a U.S. Holder to claim a foreign tax creditfor any such Israeli tax will be limited. You should consult your tax advisor to determine whether, and to what extent, you will be entitledto this credit.

Subjectto the discussion below under “Backup Withholding Tax and Information Reporting Requirements,” if you are a Non-U.S. Holder,you generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale or exchange of such ADSsunless:

PassiveForeign Investment Company Consequences

Wemay be classified as a PFIC for the 2024 tax year. If we are indeed so classified for 2024 or in any other taxable year, a U.S. Holderwould be subject to special rules generally intended to reduce or eliminate any benefits from the deferral of U.S. federal income taxthat a U.S. Holder could derive from investing in a non-U.S. company that does not distribute all of its earnings on a current basis.

Anon-U.S. corporation will be classified as a PFIC for federal income tax purposes in any taxable year in which, after applying certainlook-through rules with respect to the income and assets of subsidiaries, either:

Passiveincome for this purpose generally includes dividends, interest, royalties, rents, gains from commodities and securities transactions,the excess of gains over losses from the disposition of assets which produce passive income, and includes amounts derived by reason ofthe temporary investment of funds raised in offerings of the ADSs. If a non-U.S. corporation owns at least 25% by value of the stock ofanother corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assetsof the other corporation and as receiving directly its proportionate share of the other corporation’s income. If we are classifiedas a PFIC in any year with respect to which a U.S. Holder owns the ADSs, we will generally continue to be treated as a PFIC with respectto such U.S. Holder in all succeeding years during which the U.S. Holder owns the ADSs, regardless of whether we continue to meet thetests described above.

Ifwe are indeed properly classified as a PFIC, and you are a U.S. Holder, then unless you make one of the elections described below, a specialtax regime will apply to both (a) any “excess distribution” by us to you (generally, your ratable portion of distributionsin any year which are greater than 125% of the average annual distribution received by you in the shorter of the three preceding yearsor your holding period for the ADSs) and (b) any gain realized on the sale or other disposition of the ADSs. Under this regime, any excessdistribution and realized gain will be treated as ordinary income and will be subject to tax as if (i) the excess distribution or gainhad been realized ratably over your holding period, (ii) the amount deemed realized in each year had been subject to tax in each yearof that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable periodbefore we became a PFIC, which would be subject to tax, at the U.S. Holder’s regular ordinary income rate for the current year andwould not be subject to the interest charge discussed below), and (iii) the interest charge generally applicable to underpayments of taxhad been imposed on the taxes deemed to have been payable in those years. In addition, dividend distributions made to you will not qualifyfor the lower rates of taxation applicable to long-term capital gains discussed above under “Distributions.” Certain electionsmay be available that would result in an alternative treatment (such as mark-to-market treatment) of the ADSs.

Ifa U.S. Holder makes the mark-to-market election, then, in lieu of being subject to the tax and interest charge rules discussed above,the U.S. Holder generally will recognize as ordinary income any excess of the fair market value of the ADSs at the end of each taxableyear over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the ADSsover their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included asa result of the mark-to-market election). If a U.S. Holder makes the election, the U.S. Holder’s tax basis in its ADSs will be adjustedto reflect these income or loss amounts. Any gain recognized on the sale or other disposition of ADSs in a year when we are a PFIC willbe treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previouslyincluded as a result of the mark-to-market election).

Themark-to-market election is available only if we are a PFIC and the ADSs are “regularly traded” on a “qualified exchange.”The ADSs will be treated as “regularly traded” in any calendar year in which more than a de minimis quantity of the ADSs aretraded on a qualified exchange on at least 15 days during each calendar quarter. NASDAQ is a qualified exchange for this purpose. Becausea mark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the taxand interest charge rules discussed above with respect to such holder’s indirect interest in any investments held by us that aretreated as an equity interest in a PFIC for U.S. federal income tax purposes, including stock in any of our subsidiaries that are treatedas PFICs. If a U.S. Holder makes a mark-to-market election, it will be effective for the taxable year for which the election is made andall subsequent taxable years unless the ADSs are no longer regularly traded on a qualified exchange or the IRS consents to the revocationof the election.

Ifwe are determined to be a PFIC, the general tax treatment for U.S. Holders described in this section would apply to indirect distributionsand gains deemed to be realized by U.S. Holders in respect of any of our subsidiaries that also may be determined to be PFICs.

 Ifwe are a PFIC and a U.S. Holder makes a Qualified Electing Fund Election under Section 1295 of the Code (“QEF Election”) forthe first tax year in which its holding period of its ADSs begins, such U.S. Holder generally will not be subject to the PFIC rules discussedabove with respect to its ADSs. However, a U.S. Holder that makes a QEF Election will be subject to U.S. federal income tax on such U.S.Holder’s pro rata share of (a) the net capital gain of the Company, which will be taxed as long-term capital gain to such U.S. Holder,and (b) the ordinary earnings of the Company, which will be taxed as ordinary income to such U.S. Holder. Generally, “net capitalgain” is the excess of (a) net long-term capital gain over (b) net short-term capital gain, and “ordinary earnings”are the excess of (a) “earnings and profits” over (b) net capital gain. A U.S. Holder that makes a QEF Election will be subjectto U.S. federal income tax on such amounts for each tax year in which the Company is a PFIC, regardless of whether such amounts are actuallydistributed to such U.S. Holder by the Company. However, a U.S. Holder that makes a QEF Election may, subject to certain limitations,elect to defer payment of current U.S. federal income tax on such amounts, subject to an interest charge. If such U.S. Holder is not acorporation, any such interest paid will be treated as “personal interest,” which is not deductible.

AU.S. Holder that makes a QEF Election generally (a) may receive a tax-free distribution from the Company to the extent that such distributionrepresents “earnings and profits” of the Company that were previously included in income by the U.S. Holder because of suchQEF Election and (b) will adjust such U.S. Holder’s tax basis in the ADSs to reflect the amount included in income or allowed asa tax-free distribution because of such QEF Election. In addition, a U.S. Holder that makes a QEF Election generally will recognize capitalgain or loss on the sale or other taxable disposition of ADSs.

Theprocedure for making a QEF Election, and the U.S. federal income tax consequences of making a QEF Election, will depend on whether suchQEF Election is timely. A QEF Election will be treated as timely if it is made for the first year in the U.S. Holder’s holding periodfor the ADSs in which the Company was a PFIC. A U.S. Holder may make a timely QEF Election by filing the appropriate QEF Election documentsat the time such U.S. Holder files a U.S. federal income tax return for such year.

AQEF Election will apply to the tax year for which such QEF Election is made and to all subsequent tax years, unless such QEF Electionis invalidated or terminated or the IRS consents to revocation of such QEF Election. If a U.S. Holder makes a QEF Election and, in a subsequenttax year, the Company ceases to be a PFIC, the QEF Election will remain in effect (although it will not be applicable) during those taxyears in which the Company is not a PFIC. Accordingly, if the Company becomes a PFIC in a subsequent tax year, the QEF Election will beeffective, and the U.S. Holder will be subject to the QEF rules described above during a subsequent tax year in which the Company qualifiesas a PFIC.

U.S.Holders should be aware that, for each tax year that the Company is a PFIC, the Company can provide no assurances that it will satisfythe record-keeping requirements or make available to U.S. Holders a PFIC Annual Information Statement or any other information such U.S.Holders require to make a QEF Election with respect to the Company or any subsidiary that also is classified as a PFIC.

Wedo not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections if we are classified asa PFIC. U.S. Holders should consult their tax advisors to determine whether any of these elections would be available and if so, whatthe consequences of the alternative treatments would be in their particular circumstances.

AU.S. Holder who owns ADSs during any year in which we are a PFIC, will be required to file an IRS Form 8621 (Information Return by a Shareholderof a Passive Foreign Investment Company or Qualified Electing Fund) with respect to us, generally with the U.S. Holder’s federalincome tax return for that year.

U.S.Holders should consult their tax advisors regarding application of the PFIC rules.

MedicareTax

CertainU.S. Holders that are individuals, estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,”which may apply to all or a portion of the following items with respect to ADSs: dividend or other distributions, gains from dispositionsand “excess distributions” and income from “mark-to-market” elections under the PFIC rules, if applicable. EachU.S. Holder that is an individual, estate or trust is urged to consult its tax advisors regarding the applicability of the Medicare taxto its income and gains in respect of its investment in the ADSs.

BackupWithholding Tax and Information Reporting Requirements

U.S.backup withholding tax and information reporting requirements may apply to certain payments to certain holders of the ADSs. Informationreporting generally will apply to payments of dividends on the ADSs, and to proceeds from the sale or redemption of the ADSs made withinthe United States, or by a U.S. payer or U.S. middleman, to a holder of the ADSs, other than an exempt recipient (including a payee thatis not a U.S. person that provides an appropriate certification and certain other persons). A payer may be required to withhold backupwithholding tax from any payments of dividends on the ADSs, or the proceeds from the sale or redemption of the ADSs within the UnitedStates, or by a U.S. payer or U.S. middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its correcttaxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax requirements.Any amounts withheld under the backup withholding rules will be allowed as a credit against the beneficial owner’s U.S. federalincome tax liability, if any, and any excess amounts withheld under the backup withholding rules may be refunded, provided that the requiredinformation is timely furnished to the IRS.

ForeignAsset Reporting

CertainU.S. Holders, who are individuals, are required to report information relating to an interest in the ADSs, subject to certain exceptions(including an exception for shares held in accounts maintained by financial institutions) by filing IRS Form 8938 (Statement of SpecifiedForeign Financial Assets) with their federal income tax return. U.S. Holders are urged to consult their tax advisors regarding their informationreporting obligations, if any, with respect to their ownership and disposition of the ADSs.

THEDISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVEINVESTOR IS URGED TO CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES TO IT OF AN INVESTMENT IN ADSs IN LIGHT OF THE INVESTOR’SOWN CIRCUMSTANCES.

PLAN OF DISTRIBUTION

Pursuant to an engagement agreement, dated asof August 4, 2025 (the “engagement agreement”), we have engaged H.C. Wainwright & Co., LLC to act as our exclusive PlacementAgent to solicit offers to purchase the securities offered pursuant to this prospectus on a reasonable best efforts basis. The engagementagreement does not give rise to any commitment by the Placement Agent to purchase any of our securities, and the Placement Agent willhave no authority to bind us by virtue of the engagement agreement. The Placement Agent is not purchasing or selling any of the securitiesoffered by us under this prospectus, nor is it required to arrange for the purchase or sale of any specific number or dollar amount ofsecurities, other than to use its “reasonable best efforts” to arrange for the sale of such securities by us. Therefore, wemay not sell all of the securities being offered. The terms of this offering were subject to market conditions and negotiations betweenus, the Placement Agent and prospective investors. This is a best efforts offering and there is no minimum offering amount required asa condition to the closing of this offering. Because there is no minimum offering amount required as a condition to closing this offering,we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us. ThePlacement Agent does not guarantee that it will be able to raise new capital in any prospective offering. The Placement Agent may engagesub-agents or selected dealers to assist with the offering.

Investors purchasing securities offered herebywill have the option to execute a securities purchase agreement with us. In addition to rights and remedies available to all purchasersin this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also beable to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger purchasersin this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) acovenant to not enter into variable rate financings for a period of one (1) year following the closing of the offering, subject to certainexceptions; and (ii) a covenant to not issue any Ordinary Shares or ADSs or securities convertible into Ordinary Shares or ADSs for sixty (60)days from closing of the offering, subject to certain exceptions.

The nature of the representations,warranties and covenants in the securities purchase agreements shall include:

We expect to deliver the securitiesbeing offered pursuant to this prospectus on or about             , 2025, subject to satisfaction of certain customary closing conditions.

Fees and Expenses

The following table shows the per ADS and accompanyingWarrants and per Pre-Funded Warrant and accompanying Warrants and total Placement Agent fees we will pay in connection with the sale ofthe Securities in this offering.

We have agreed to pay the Placement Agent atotal cash fee equal to 7.0% of the aggregate gross proceeds received in the offering and a management fee equal to 1.0% of thegross proceeds raised in the offering. We will also pay the Placement Agent for non-accountable fees and expenses of $30,000, andits legal fees and expenses and other out-of-pocket expenses in an amount of up to $100,000 and up to $15,950 for closingcosts. We estimate the total expenses of this offering payable by us, excluding the Placement Agent fees and expenses, will beapproximately $215,000.

Placement Agent Warrants

In addition, we have agreed to issue to the placementagent and its designees the Placement Agent Warrants to purchase that number ADSs equal to 7.0% of the aggregate number ADSs (or ADS equivalents)issued in this offering at an exercise price of $ (equal to 125% of the assumed combined public offering price per ADS and Warrant), willbe exercisable upon issuance. The Placement Agent Warrants will terminate twenty-four (24) months from the date of issuance. The PlacementAgent Warrants are registered by the registration statement of which this prospectus is a part. The form of the Placement Agent Warrantsis included as an exhibit to this registration statement of which this prospectus forms a part.

Lock-up Agreements

Each of our officers and directors have agreedwith the Placement Agent to be subject to a lock-up period of sixty (60) days following the date of closing of the offering pursuantto this prospectus. This means that, during the applicable lock-up period, such persons may not offer for sale, contract to sell, sell,distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, anyof the ADSs or any securities convertible into, or exercisable or exchangeable for, ADSs, subject to customary exceptions. The PlacementAgent may waive the terms of these lock-up agreements in its sole discretion and without notice. In addition, we have agreed to not issueany securities that are subject to a price reset based on the trading prices of the ADSs or upon a specified or contingent event in thefuture, or enter into any agreement to issue securities at a future determined price for a period of one (1) year following theclosing date of this offering, subject to certain exceptions. The Placement Agent may waive this prohibition in its sole discretion andwithout notice.

Right of First Refusal

We have granted the PlacementAgent a right of first refusal for a period of ten (10) months following the closing of this offering, to act as exclusive financialadvisor, sole book-running manager, sole underwriter, sole Placement Agent or sole agent for each and every future debt financing orrefinancing and public or private equity offering or acquisition or disposition by us or any of our successors or subsidiaries.

Tail

We have also agreed to pay the Placement Agenta tail fee equal to the cash and warrant compensation in this offering, if any investor, who was introduced to the Company by the PlacementAgent or contacted by the Placement Agent during the term of its engagement, provides us with capital in any public or private offeringor other financing or capital raising transaction during the twelve (12) month period following expiration or termination of ourengagement of the Placement Agent.

Regulation M

The Placement Agent may bedeemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it andany profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discountsor commissions under the Securities Act. As an underwriter, the Placement Agent would be required to comply with the requirements of theSecurities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules andregulations may limit the timing of purchases and sales of our securities by the Placement Agent acting as principal. Under these rulesand regulations, the Placement Agent (i) may not engage in any stabilization activity in connection with our securities and (ii) may notbid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted underthe Exchange Act, until it has completed its participation in the distribution.

Indemnification

We have agreed to indemnifythe Placement Agent against certain liabilities, including certain liabilities arising under the Securities Act and to contribute to paymentsthat the Placement Agent may be required to make for these liabilities.

Determination of OfferingPrice

The actual offering priceof the securities we are offering has been negotiated between us and the investors in the offering based on the trading of our ADSs priorto the offering, among other things. Other factors considered in determining the public offering price of the securities we are offeringinclude our history and prospects, the stage of development of our business, our business plans for the future and the extent to whichthey have been implemented, an assessment of our management, the general conditions of the securities markets at the time of the offeringand such other factors as were deemed relevant.

Electronic Offer, Saleand Distribution of Securities

A prospectus in electronicformat may be made available on the websites maintained by the Placement Agent, if any, participating in this offering and the PlacementAgent may distribute prospectuses electronically. Other than the prospectus in electronic format, the information on these websites isnot part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed byus or the Placement Agent, and should not be relied upon by investors.

Other Relationships

From time to time, the PlacementAgent or its affiliates have in the past or may in the future provide in the future, various advisory, investment and commercial bankingand other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees andcommissions. However, except as disclosed in this prospectus, we have no present arrangements with the Placement Agent for any furtherservices.

In addition, in the ordinary course of their businessactivities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities(or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activitiesmay involve securities and/or instruments of ours or our affiliates. The Placement Agent and its affiliates may also make investment recommendationsand/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommendto clients that they acquire, long and/or short positions in such securities and instruments.

Listing

The ADSs are listed on TheNasdaq Capital Market under the symbol “PPBT.”

Depositary

The Depositary for the ADSsis The Bank of New York Mellon.

EXPENSES

The following table sets forth the costs and expenses,other than placement agent fees and expenses, payable by us in connection with the offer and sale of the securities in this offering.All amounts listed below are estimates except the SEC registration fee and the Financial Industry Regulatory Authority, Inc. (“FINRA”)filing fee.

LEGAL MATTERS

Certain legal matters with respect to Israelilaw and with respect to the validity of the offered securities under Israeli law will be passed upon for us by FISCHER (FBC & Co.).Certain legal matters with respect to U.S. federal securities law and New York law will be passed upon for us by Haynes and Boone, LLP.The Placement Agent is being represented by Ellenoff Grossman & Schole LLP, New York, New York, in connection with this offering.

EXPERTS

The consolidated financial statements of PurpleBiotech Ltd. and its subsidiaries as of December 31, 2024 and 2023 and for each of the years in the three-year period ended December 31,2024, have been incorporated by reference herein in reliance upon the report of Somekh Chaikin, a member firm of KPMG International, independentregistered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting andauditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirementsof the Securities Exchange Act of 1934, as amended, and in accordance therewith file annual and special reports with, and furnish otherinformation to, the SEC. The SEC maintains a website that contains reports, information statements and other information regarding registrantsthat file electronically with the SEC. The address of the SEC’s website is www.sec.gov. These SEC filings are also generally availableto the public on (i) the Israel Securities Authority’s website at www.magna.isa.gov.il, (ii) the Tel Aviv Stock Exchange’swebsite at http://www.maya.tase.co.il, and (iii) from commercial document retrieval services.

We make available free of charge on or throughour website at www.purple-biotech.com, our Annual Reports on Form 20-F, Reports on Form 6-K and amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file suchmaterial with or otherwise furnish it to the SEC.

As a foreign private issuer, we are exempt fromthe rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principalshareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Inaddition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or aspromptly as U.S. companies whose securities are registered under the Exchange Act. However, we are required to file with the SEC, within120 days after the end of each fiscal year ending December 31, an annual report on Form 20-F containing financial statements which areexamined and reported on, with an opinion expressed, by an independent registered public accounting firm. We also furnish to the SEC undercover of Form 6-K material information required to be made public in Israel, filed with and made public by any stock exchange or distributedby us to our shareholders. In addition, in accordance with the Nasdaq Listing Rules, as a foreign private issuer we are required to submiton Form 6-K an interim balance sheet and income statement as of the end of the second quarter of each fiscal year. We have also agreedcontractually under the Open Market Sale Agreement^SM we entered into with Jefferies LLC to provide on Form 6-K an interim balancesheet and income statement as of the end of the first and third quarters of each fiscal year.

We have filed with the SEC a registration statementunder the Securities Act relating to the offering of these securities. The registration statement, including the attached exhibits, containsadditional relevant information about us and the securities. This prospectus does not contain all of the information set forth in theregistration statement. You can obtain a copy of the registration statement for free at www.sec.gov. The registration statement and thedocuments referred to below under “Incorporation of Documents by Reference” are also available on our website, www.purple-biotech.com.We will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in thisprospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents. Please directyour written or telephone requests to Purple Biotech Ltd., 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attn: Gil Efron,telephone number + 972-3-933-3121.

Information contained on, or that can be accessedthrough, our website does not constitute a part of this prospectus and is not incorporated by reference herein. We have included our websiteaddress in this prospectus solely as an inactive textual reference. We will post on our website any materials required to be posted onsuch website under applicable corporate or securities laws and regulations, including posting any notices of general meetings of our shareholders.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference”the information we have filed with it, which means that we can disclose important information to you by referring you to those documents.The information we incorporate by reference is an important part of this prospectus. We specifically are incorporating by reference thefollowing documents filed with the SEC:

The information relating to us contained in thisprospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporatedor deemed to be incorporated by reference in this prospectus.

You should rely only on the information incorporatedby reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You shouldnot assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of thedocuments incorporated by reference in this prospectus. As you read the above documents, you may find inconsistencies in information fromone document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements madein the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financialstatements, including the notes thereto, contained in the documents incorporated by reference herein.

We will provide you without charge, upon yourwritten or oral request, a copy of any of the documents incorporated by reference in this prospectus, other than exhibits to such documentswhich are not specifically incorporated by reference into such documents. Please direct your written or telephone requests to Purple BiotechLtd., 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attn: Gil Efron, telephone number + 972-3-933-3121. You may also obtaininformation about us by visiting our website at www.purple-biotech.com. Except for the specific incorporated documents listed above,no information available on or through our website shall be deemed to be incorporated in this prospectus or the registration statementof which it forms a part.

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated under the laws of the Stateof Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantiallyall of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because substantiallyall of our assets and substantially all of our directors and officers are located outside the United States, any judgment obtained inthe United States against us or any of our directors and officers may not be collectible within the United States.

It may be difficult to assert U.S. securitieslaw claims in original actions instituted in Israel or obtain a judgment in Israel based on the civil liability provisions of U.S. federalsecurities laws. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws reasoning that Israelis not the most appropriate forum to hear such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determinethat Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. lawmust be proved as a fact by expert witnesses which can be a time-consuming and costly process. Certain matters of procedure may also begoverned by Israeli law.

Subject to certain time limitations, legal proceduresand exceptions, Israeli courts may enforce a U.S. judgment in a civil matter which (subject to limited exceptions) is non-appealable,including a judgment based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary orcompensatory judgment in a non-civil matter, provided that:

Even if these conditions are met, an Israeli courtmay not declare a foreign civil judgment enforceable if:

We have irrevocably appointed Puglisi & Associates,850 Library Avenue, Suite 204, Newark, DE 19715 Tel: +1 (302) 738-6680 as our agent to receive service of process in any action againstus in any United States federal or state court arising out of this offering or any purchase or sale of securities in connection with thisoffering.

If a foreign judgment is enforced by an Israelicourt, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out ofIsrael. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli courtto issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but thejudgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israelicurrency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulationsprevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

Up to 2,702,702 American Depositary Sharesrepresenting 540,540,400 Ordinary Shares

Up to 2,702,702 Pre-Funded Warrants toPurchase up to 2,702,702 American Depositary Shares

Up to 5,405,404 Series B Warrants to Purchaseup to 5,405,404 American Depositary Shares

Up to 189,189 Placement Agent Warrants to Purchaseup to 189,189 American Depositary Shares

(and up to 2,702,702 AmericanDepositary Shares representing 540,540,400 Ordinary Shares underlying the Pre-Funded
Warrants, up to 5,405,404 American DepositaryShares representing 1,081,080,800 Ordinary Shares underlying the Series B
Warrants and up to 189,189 American Depositary Sharesrepresenting 37,837,800 Ordinary Shares
underlying the Placement Agent Warrants)

Purple Biotech Ltd.

PRELIMINARY PROSPECTUS

           , 2025

H.C. Wainwright & Co.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Under the Israeli Companies Law, 5759 –1999 (the “Companies Law”), a company may not exculpate an office holder from liability for a breach of a fiduciary duty.An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused tothe company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles ofassociation. Our amended and restated articles of association include such a provision. The company may not exculpate in advance a directorfrom liability arising out of a prohibited dividend or distribution to shareholders.

Under the Companies Law and the Israeli SecuritiesLaw, 5728 – 1968 (the “Securities Law”) a company may indemnify an office holder in respect of the following liabilities,payments and expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following an event,provided its articles of association include a provision authorizing such indemnification:

An “Administrative Procedure” is definedas a procedure pursuant to chapters H3 (Monetary Sanction by the Israeli Securities Authority), H4 (Administrative Enforcement Proceduresof the Administrative Enforcement Committee) or I1 (Arrangement to prevent Procedures or Interruption of procedures subject to conditions)to the Securities Law.

Under the Companies Law and the Securities Law,a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holderif and to the extent provided in the company’s articles of association:

Under the Companies Law, a company may not indemnify, exculpate orinsure an office holder against any of the following:

Under the Companies Law, exculpation, indemnificationand insurance of office holders must generally be approved by the compensation committee and the board of directors and, with respectto directors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a personal interest,also by the shareholders. The compensation committee may approve the procurement of directors’ and officers’ liability insurancepolicy without the need for shareholder approval, if it determines that, pursuant to the relief regulations promulgated under the CompaniesLaw, the provision of such insurance coverage to the office holders under our directors and officers liabilities insurance policy is onmarket terms, is not likely to have a material adverse effect on our profits, assets or obligations, and is consistent with our CompensationPolicy which was approved by our shareholders in accordance with the Companies Law.

Our amended and restated articles of association permit us to exculpate,indemnify and insure our office holders to the fullest extent permitted or to be permitted by law. Our office holders are currently coveredby a directors’ and officers’ liability insurance policy within the parameters set forth in our Compensation Policy.

We have issued letters of indemnity (the “IndemnityLetters”) to each of our current office holders pursuant to which we undertook to indemnify such office holders to the fullest extentpermitted by applicable law, to the extent that these liabilities are not covered by insurance. This indemnification is limited to eventsdetermined as foreseeable by our Board of Directors based on our activities, as set forth in the Indemnity Letters. According to the IndemnityLetters, the total accumulative sum of indemnification that may be paid by us to all office holders will not exceed a sum equal to 25%of our shareholders’ equity according to our latest audited or reviewed consolidated financial statements, as of the date of indemnification.The payment of indemnity amounts will not prejudice the right of office holders to receive insurance coverage benefits.

In addition, we haveissued letters of exemption to each of our current office holders exculpating them from a breach of their duty of care to us to the fullestextent permitted by law.

We expect to indemnify Isaac Israel for obligations,including the deductibles for our directors’ and officers’ liability insurance policy, and we may be required to pay costsand expenses he may incur related to the “Atzmon Claim” described in “Item 8. Financial Information – A. ConsolidatedStatements and Other Financial Information – Legal Proceedings” of our 2024 Annual Report, which is incorporated herein byreference, pursuant to the Indemnity Letter issued to him. To our knowledge, other than with respect to the foregoing proceeding, thereis no previous or pending litigation or proceedings against any of our office holders as to which indemnification is being, or may besought, nor are we aware of any other pending or threatened litigation or proceeding that may result in claims for indemnification byany office holder.

Insofar as indemnifications for liabilities arisingunder the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we havebeen informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is thereforeunenforceable.

Item 7. Recent Sales of Unregistered Securities

Immunorizon Acquisition

On February 1, 2023, we entered into the SharePurchase Agreement dated February 1, 2023 (the “Share Purchase Agreement”), pursuant to which we acquired 100% of the issuedand outstanding shareholdings from the shareholders of Immunorizon Ltd. and Immunorizon became a wholly-owned subsidiary of the Company.

In consideration for the transfer of 100% of Immunorizon’sshares to us and the other obligations set forth in the Share Purchase Agreement, we paid an aggregate purchase price consisting of anaggregate upfront payment of $3.5 million in cash and an aggregate $3.5 million in ADSs (the “Immunorizon ADSs”), at a priceper ADS equal to the NASDAQ volume-weighted average price of the ADSs for the 60-day period preceding the execution date of the agreementthe (“PPS”).

The Immunorizon ADSs were issued to certain majorshareholders of Immunorizon (the “Major Selling Shareholders”) and were subject to a three-month lock-up period. We also undertookto file a resale registration statement with the SEC to register the ADSs for resale following the lock-up period.

The Immunorizon ADSs were issued pursuant to theexemptions from the registration requirements of the Securities Act provided by Regulation S.

Immunorizon Anti-Dilution Shares

At the closing of the transactions contemplatedby the Share Purchase Agreement, we entered into a Lock-Up and Registration Rights Agreement with the Major Selling Shareholders. In theevent that during one year following the closing of the Share Purchase Agreement, the Company entered into an agreement or made a filingpursuant to which it issued ADSs or other equity securities in a financing transaction (other than under its ATM program used for an accumulatedamount of up to $2,000,000 worth of ADSs sold during any 90 day period following the closing of the Share Purchase Agreement, a non-cashtransaction or a strategic transaction such as strategic joint venture, pre-clinical or clinical collaboration), at a price per ADS lowerthan the PPS (such new price, the “New PPS”) (a “Dilutive Event”), and at such time a Major Selling Shareholderstill held any ADSs issued to it under the Share Purchase Agreement, the Company agreed to issue such Major Selling Shareholder additionalADSs (“Additional ADSs”) equal to: (i) (A) the number of such ADSs held by such Major Selling Shareholder at such time, multipliedby (B) the PPS divided by (C) the New PPS, minus (ii) the number of such ADSs held by such Major Selling Shareholder at such time. Suchprotection was only permitted to be provided once.

Following the October 2023 Offering (as definedbelow), which constituted a Dilutive Event, we issued an aggregate3,498 Additional ADSs to the Major Selling Shareholders. Such issuance was undertaken in reliance upon the exemption from the registrationrequirements of the Securities Act, pursuant to Section 4(a)(2) thereof.

July 2024 Warrant Exercise Transaction

On July 1, 2024, we entered into the InducementLetters with holders that held warrants (the “Existing Warrants”) to purchase up to an aggregate of 281,675 ADSs, having originalexercise prices ranging from $25 to $400 per ADS, originally issued in October 2023, June 2020, January 2019 and June 2018. Pursuant tothe Inducement Letters, the holders agreed to exercise the Existing Warrants in full for cash at a reduced exercise price of 7.20 perADS.

In consideration for the exercise of the ExistingWarrants for cash, we issued to the holders, in a private placement, new unregistered Series A-1 Warrants to purchase up to an aggregateof 248,969 ADSs and new unregistered Series A-2 Warrants to purchase up to an aggregate of 314,382 ADSs (collectively, the “NewWarrants”). The New Warrants are immediately exercisable at an exercise price of $8 per ADS. The Series A-1 Warrants have a termof five years from the issuance date and the Series A-2 Warrants have a term of twenty-four months from the issuance date.

We also issued the unregistered July 2024 PA Warrantsto purchase up to an aggregate of 19,717 ADSs to designees of Wainwright, the exclusive placement agent for the offering, which have anexercise price of $9 per ADS and expire on July 2, 2029.

The New Warrants, the July 2024 PA Warrants andthe ADSs representing Ordinary Shares issuable upon exercise of the New Warrants and the July 2024 PA Warrants were and/or will be (asapplicable) issued pursuant to the exemptions from the registration requirements of the Securities Act provided in Section 4(a)(2) underthe Securities Act and/or Rule 506(b) promulgated thereunder.

October 2023 Registered Direct Offering andConcurrent Private Placement of Warrants

On October 19, 2023, we issued to an institutionalinvestor warrants to purchase up to 21,739 ADSs (the “October 2023 Warrants”), in a private placement completed concurrentlywith a registered direct offering (the “October 2023 Offering”). The October 2023 Warrants had an exercise price of $7.39per ADS, were exercisable immediately and had an expiration date of April 19, 2029. All of the October 2023 Warrants were exercised forcash, at a reduced exercise price of $7.20 per ADS, in connection with the July 2024 Transaction.

We also issued the unregistered October 2023 PAWarrants to purchase up to an aggregate of 15,217 ADSs to designees of Wainwright, the exclusive placement agent for the offering, whichhave an exercise price of $28.75 per ADS and expire on October 17, 2028.

The October 2023 Warrants, the October 2023 PAWarrants and the ADSs representing Ordinary Shares issued or issuable upon exercise of the October 2023 Warrants and the October 2023PA Warrants were and/or will be (as applicable) issued pursuant to the exemptions from the registration requirements of the SecuritiesAct provided in Section 4(a)(2) under the Securities Act and/or Rule 506(b) promulgated thereunder.

December 2024 Registered Direct Offering

On December 4, 2024, in connection with a registereddirect offering, we issued the unregistered December 2024 PA Warrants to purchase up to an aggregate of 33,087 ADSs to designees of Wainwright,the exclusive placement agent for the offering, which have an exercise price of $7.50 per ADS and expire on December 3, 2029.

The December 2024 PA Warrants and the ADSs representingOrdinary Shares issued or issuable upon exercise of the December 2024 PA Warrants were and/or will be (as applicable) issued pursuantto the exemptions from the registration requirements of the Securities Act provided in Section 4(a)(2) under the Securities Act and/orRule 506(b) promulgated thereunder.

Item 8. Exhibits and Financial Statement Schedules.

The following exhibits are filed with this Registration Statement.

The agreements included or incorporated by referenceas exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement.These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were notintended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statementsprove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connectionwith the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from“materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement orsuch other date or dates as may be specified in the agreement.

The undersigned registrant acknowledges that,notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosuresof material information regarding material contractual provisions are required to make the statements in this registration statement notmisleading.

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(a)(1) To file, during any period in which offersor sales are being made, a post-effective amendment to this registration statement:

(b) The undersigned registrant hereby undertakesthat, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuantto section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'sannual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registrationstatement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilitiesarising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant tothe foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commissionsuch indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that aclaim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director,officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counselthe matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnificationby it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes that:

(1) For purposes ofdetermining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part ofthis registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant toRule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the timeit was declared effective.

(2) For the purpose of determiningany liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to bea new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemedto be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the SecuritiesAct of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements forfiling on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,in Rehovot, Israel on August 29, 2025.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that we, the undersignedofficers and directors of Purple Biotech Ltd., a company incorporated under the laws of the State of Israel, do hereby constitute andappoint Gil Efron as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for himor her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments,exhibits thereto and other documents in connection therewith) to this Registration Statement and any subsequent registration statementfiled by the registrant pursuant to Rule 462(b) of the Securities Act, which relates to this Registration Statement, and to file the same,with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be donein connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirmingall that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatureof authorized representative in the United States

Pursuant to the requirementsof the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this Registration Statementon Form F-1 on this 29^th day of August, 2025.

II-11

Exhibit 1.2

Execution Version

August 4, 2025

STRICTLY CONFIDENTIAL

Purple Biotech Ltd.

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

Attn: Gil Efron, Chief Executive Officer

Dear Mr. Efron:

This letter agreement(this “Agreement”) constitutes the agreement between Purple Biotech Ltd. (the “Company”) and H.C.Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive underwriter and agent in anyoffering of securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement,including, but not limited to, the restructuring, inducement, exercise solicitation and/or renegotiating the terms of certain warrantsto purchase ordinary shares of the Company (each, an “Offering”). The parties agree that the term “Offering”as used herein shall exclude the establishment by the Company of equity line of credit facilities or the issuance of convertible notes,provided that the Company does not effect, or enter into any agreement to effect, such transactions during the Term. Furthermore, anysuch transactions shall not involve the participation of, or payment to, any third-party investment bank or other intermediary The termsof each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothingherein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shallhave an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to thesatisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstancesand to the receipt of all internal approvals of Wainwright in connection with an Offering. The Company expressly acknowledges and agreesthat Wainwright’s involvement in an Offering is strictly on a reasonable best efforts basis and that the consummation of an Offeringwill be subject to, among other things, market conditions. The execution of this Agreement does not constitute a commitment by Wainwrightto purchase the Securities and does not ensure a successful Offering of the Securities or the success of Wainwright with respect to securingany other financing on behalf of the Company. Wainwright may retain other underwriters (subject to the Company’s consent, not tobe unreasonably withheld) and brokers, dealers or agents on its behalf in connection with an Offering.

430 Park Avenue | New York, New York 10022 | 212.356.0500| www.hcwco.com

Member: FINRA/SIPC

B. Termand Termination of Engagement; Exclusivity. The term of Wainwright’s exclusive engagement will begin on the date hereof andend one hundred-twenty (120) days thereafter (the “Initial Term”); provided, however, that if an Offering is consummatedwithin the Initial Term, the term of this Agreement shall be extended by an additional sixty (60) day period (the “ExtensionTerm,” and together with the Initial Term, the “Term”). For clarity, the term “Term” shall meanthe Initial Term if there is no Extension Term. Notwithstanding anything to the contrary contained herein, the Company agrees that theprovisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, indemnification and contribution,confidentiality, conflicts, independent contractor and waiver of the right to trial by jury will survive any termination or expirationof this Agreement. Notwithstanding anything to the contrary contained herein, the Company has the right to terminate the Agreement forcause in compliance with FINRA Rule 5110(g)(5)(B)(i). The exercise of such right of termination for cause eliminates the Company’sobligations with respect to the provisions relating to the tail fees and right of first refusal. Notwithstanding anything to the contrarycontained in this Agreement, in the event that a contemplated public Offering pursuant to this Agreement shall not be carried out forany reason whatsoever during the Term, the Company shall be obligated to pay to Wainwright its actual and accountable out-of-pocket expensesrelated to such contemplated public Offering (including the reasonable fees and disbursements of Wainwright’s legal counsel) and,if applicable, for electronic road show service used in connection with such public Offering, up to an aggregate amount not to exceed$75,000. During Wainwright’s engagement hereunder and other than with respect to the Company Investors: (i) the Company will not,and will not permit its representatives to, other than in coordination with Wainwright, contact or solicit institutions, corporationsor other entities or individuals as potential purchasers of the Securities, other than in connection with the acquisition by the Companyof any third party assets in consideration, in whole or in part, for Company Securities, or investment banks in connection with an Offeringand (ii) the Company will not pursue any financing transaction which would be in lieu of an Offering, except pursuant to an “at-the-market”or “ATM” offering program, whether currently in place or established following the date hereof, which the Company may exerciseat its own discretion. Furthermore, the Company agrees that during Wainwright’s engagement hereunder, all inquiries from prospectiveinvestors with respect to an Offering will be referred to Wainwright. Additionally, except as set forth hereunder, the Company represents,warrants and covenants that no brokerage or finder’s fees or commissions are or will be payable by the Company or any subsidiaryof the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other third-party withrespect to any Offering, other than as may be paid by the Company to Israeli Brokers.

C. Information;Reliance. The Company shall furnish, or cause to be furnished, to Wainwright all information requested by Wainwright for the purposeof rendering services hereunder and conducting due diligence (all such information being the “Information”). In addition,the Company agrees to make available to Wainwright upon request from time to time the officers, directors, accountants, counsel and otheradvisors of the Company. The Company recognizes and confirms that Wainwright (a) will use and rely on the Information, including any documentsprovided to investors in each Offering (the “Offering Documents”) which shall include any underwriting agreement orPurchase Agreement (as defined hereunder), and on information available from generally recognized public sources in performing the servicescontemplated by this Agreement without having independently verified the same; (b) does not assume responsibility for the accuracy orcompleteness of the Offering Documents or the Information and such other information; and (c) will not make an appraisal of any of theassets or liabilities of the Company. Upon reasonable request, the Company will meet with Wainwright or its representatives to discussall information relevant for disclosure in the Offering Documents and will cooperate in any investigation undertaken by Wainwright thereof,including any document included or incorporated by reference therein. At each Offering, at the request of Wainwright, the Company shalldeliver such legal letters (including, without limitation, negative assurance letters), opinions, comfort letters, officers’ andsecretary certificates and good standing certificates, all in form and substance reasonably satisfactory to Wainwright and its counselas is customary for such Offering. Wainwright shall be a third party beneficiary of any representations, warranties, covenants, closingconditions and closing deliverables made by the Company in any Offering Documents, including representations, warranties, covenants, closingconditions and closing deliverables made to any investor in an Offering.

D. RelatedAgreements. At each Offering, the Company shall enter into the following additional agreements, as applicable:

E. Confidentiality.In the event of the consummation or public announcement of any Offering, Wainwright shall have the right to disclose its participationin such Offering, including, without limitation, the Offering at its cost of “tombstone” advertisements in financial and othernewspapers and journals.

F. Indemnity.

G. Limitationof Engagement to the Company. The Company acknowledges that Wainwright has been retained only by the Company, that Wainwright is providingservices hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Company’s engagementof Wainwright is not deemed to be on behalf of, and is not intended to confer rights upon, any shareholder, owner or partner of the Companyor any other person not a party hereto as against Wainwright or any of its affiliates, or any of its or their respective officers, directors,controlling persons (within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”),or Section 20 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), employees or agents. Unlessotherwise expressly agreed in writing by Wainwright, no one other than the Company is authorized to rely upon this Agreement or any otherstatements or conduct of Wainwright, and no one other than the Company is intended to be a beneficiary of this Agreement. The Companyacknowledges that any recommendation or advice, written or oral, given by Wainwright to the Company in connection with Wainwright’sengagement is intended solely for the benefit and use of the Company’s management and directors in considering a possible Offering,and any such recommendation or advice is not on behalf of, and shall not confer any rights or remedies upon, any other person or be usedor relied upon for any other purpose. Wainwright shall not have the authority to make any commitment binding on the Company. The Company,in its sole discretion, shall have the right to reject any investor introduced to it by Wainwright.

H. Limitationof Wainwright’s Liability to the Company. Wainwright and the Company further agree that neither Wainwright nor any of its affiliatesor any of its or their respective officers, directors, controlling persons (within the meaning of Section 15 of the Securities Act orSection 20 of the Exchange Act), employees or agents shall have any liability to the Company, its security holders or creditors, or anyperson asserting claims on behalf of or in the right of the Company (whether direct or indirect, in contract, tort, for an act of negligenceor otherwise) for any losses, fees, damages, liabilities, costs, expenses or equitable relief arising out of or relating to this Agreementor the services rendered hereunder, except for losses, fees, damages, liabilities, costs or expenses that arise out of or are based onany action of or failure to act by Wainwright and that are finally judicially determined to have resulted solely from the gross negligence,willful misconduct or fraud of Wainwright.

I. GoverningLaw. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreementsmade and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, willbe heard only in the state or federal courts located in the City of New York, State of New York. The parties hereto expressly agree tosubmit themselves to the jurisdiction of the foregoing courts in the City of New York, State of New York. The parties hereto expresslywaive any rights they may have to contest the jurisdiction, venue or authority of any court sitting in the City and State of New York.In the event Wainwright or any Indemnified Person is successful in any action, or suit against the Company, arising out of or relatingto this Agreement, the final judgment or award entered shall be entitled to have and recover from the Company the costs and expenses incurredin connection therewith, including its reasonable attorneys’ fees. Any rights to trial by jury with respect to any such action,proceeding or suit are hereby waived by Wainwright and the Company.

J. Notices.All notices hereunder will be in writing and sent by certified mail, hand delivery, overnight delivery or e-mail, if sent to Wainwright,at the address set forth on the first page hereof, e-mail: notices@hcwco.com, Attention: Head of Investment Banking, and if sent to theCompany, to the address set forth on the first page hereof, e-mail: gile@purple-biotech.com, Attention: Chief Executive Officer. Noticessent by certified mail shall be deemed received five days thereafter, notices sent by hand delivery or overnight delivery shall be deemedreceived on the date of the relevant written record of receipt, notices sent by e-mail shall be deemed received as of the date and timethey were sent.

K. Conflicts.The Company acknowledges that Wainwright and its affiliates may have and may continue to have investment banking and other relationshipswith parties other than the Company pursuant to which Wainwright may acquire information of interest to the Company. Wainwright shallhave no obligation to disclose such information to the Company or to use such information in connection with any contemplated transaction.

L. Anti-MoneyLaundering. To help the United States government fight the funding of terrorism and money laundering, the federal laws of the UnitedStates require all financial institutions to obtain, verify and record information that identifies each person with whom they do business.This means Wainwright must ask the Company for certain identifying information, including a government-issued identification number (e.g.,a U.S. taxpayer identification number) and such other information or documents that Wainwright considers appropriate to verify the Company’sidentity, such as certified articles of incorporation, a government-issued business license, a partnership agreement or a trust instrument.

M. Miscellaneous.The Company represents and warrants that it has all requisite power and authority to enter into and carry out the terms and provisionsof this Agreement and the execution, delivery and performance of this Agreement does not breach or conflict with any agreement, documentor instrument to which it is a party or bound. Furthermore, the Company represents and warrants that no consent, permit, waiver, approvalor authorization of any third party in connection with the execution, delivery and performance by the Company of this Agreement or anOffering, is required or has not been obtained. Wainwright (i) represents and warrants to the Company that Wainwright does not maintaina permanent establishment in Israel; and (ii) shall reasonably cooperate with the Company (including the provision of any reasonably requesteddocuments) in connection with the filing by the Company of any required application with the Israel Tax Authority for an Israeli tax withholdingexemption certificate in connection with the payment of fees, commissions or expense reimbursement to Wainwright in any Offering. ThisAgreement shall not be modified or amended except in writing signed by Wainwright and the Company. This Agreement shall be binding uponand inure to the benefit of both Wainwright and the Company and their respective assigns, successors, and legal representatives. ThisAgreement constitutes the entire agreement of Wainwright and the Company with respect to the subject matter hereof and supersedes anyprior agreements with respect to the subject matter hereof, except that those certain engagement entered into prior to the date hereofbetween the Company and Wainwright shall govern the subject matter thereof. If any provision of this Agreement is determined to be invalidor unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreementshall remain in full force and effect. This Agreement may be executed in counterparts (including electronic counterparts), each of whichshall be deemed an original but all of which together shall constitute one and the same instrument. Signatures to this Agreement transmittedby electronic mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve the originalgraphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the originalsignature. The undersigned hereby consents to receipt of this Agreement in electronic form and understands and agrees that this Agreementmay be signed electronically. In the event that any signature is delivered by electronic mail (including any electronic signature coveredby the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicablelaw, e.g., www.docusign.com) or otherwise by electronic transmission evidencing an intent to sign this Agreement, such electronic mailor other electronic transmission shall create a valid and binding obligation of the undersigned with the same force and effect as if suchsignature were an original. Execution and delivery of this Agreement by electronic mail or other electronic transmission is legal, validand binding for all purposes.

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

In acknowledgment that theforegoing correctly sets forth the understanding reached by Wainwright and the Company, please sign in the space provided below, whereuponthis letter shall constitute a binding Agreement as of the date indicated above.

Exhibit 4.14

PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARESREPRESENTED BY
AMERICAN DEPOSITARY SHARES

PURPLE BIOTECH LTD.

Number of American Depositary Shares: [_______]

THIS PRE-FUNDED WARRANT TOPURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received,_____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exerciseand the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”)and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchasefrom Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [●]Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [●]American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable uponexercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one WarrantADS shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

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

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or requiredby law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.

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

“Depositary”means The Bank of New York Mellon, with offices located at 240 Greenwich Street, New York, NY 10286.

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

“OrdinaryShare(s)” means the ordinary shares of the Company, no par value per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time ADSs or Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrumentthat is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs orOrdinary Shares.

“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.

“PurchaseAgreement” means the securities purchase agreement, dated as of _____, 2025, by and between the Company and each of the purchaserssignatory thereto.

“RegistrationStatement” means the Company’s registration statement on Form F-1 (File No. 333-_______).

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

“Subsidiary”means any subsidiary of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K, and shall, where applicable, also includeany direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“TradingDay” means a day on which the ADSs are traded on a Trading Market.

“TradingMarket” means any of the following markets or exchanges on which the ADSs are 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 or the New York Stock Exchange(or any successors to any of the foregoing).

“Warrants” meansthis Warrant and other pre-funded Ordinary Share purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

(a) Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times onor after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submittedby electronic mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (as definedin Section 2(d)(i) herein) (provided, however, that, in each case of (i) and (ii), if such Trading Day is a Friday or any other day onwhich commercial banks in Israel or the TASE are closed, then such Trading Day shall be the next Trading Day on which commercial banksin Israel or the TASE are open) following the date of exercise as aforesaid, the Holder shall deliver to the Company the aggregate ExercisePrice (as defined in Section 2(b) herein) for the Warrant ADSs specified in the applicable Notice of Exercise by wire transfer or cashier’scheck drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicableNotice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guaranteeor notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant ADSs available hereunder and theWarrant has been exercised in full, in which case, the Holder shall, upon request of the Company, surrender this Warrant to the Companyfor cancellation as soon as reasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partialexercises of this Warrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have theeffect of lowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of WarrantADSs purchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of such purchases.The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. The Holderand any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, followingthe purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder at any given timemay be less than the amount stated on the face hereof.

(b) ExercisePrice. The aggregate exercise price of this Warrant, except for a nominal exercise price of $0.0001 per Warrant ADS, was pre-fundedto the Company on or prior to the Initial Exercise Date and, consequently, no additional consideration (other than the nominal exerciseprice of $0.0001 per Warrant ADS) shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. TheHolder shall not be entitled to the return or refund of all, or any portion, of such pre-paid aggregate exercise price under any circumstanceor for any reason whatsoever. The remaining unpaid exercise price per Warrant ADS under this Warrant shall be $0.0001, subject to adjustmenthereunder (the “Exercise Price”).

(c) CashlessExercise. This Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in whichthe Holder shall be entitled to receive the number of Warrant ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant ADSsare issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised.   The Company agrees not to takeany position contrary to this Section 2(c) (unless a contrary position is required due to changes in law).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on whichthe ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (NewYork City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearestpreceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if pricesfor the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independentappraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable tothe Company, the fees and expenses of which shall be paid by the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the TradingMarket on which the ADSs then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”)is not a Trading Market, the volume weighted average price of the ADS for such date (or the nearest preceding date) on OTCQB or OTCQXas applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADS are then reportedon the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeedingto its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market valueof an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants thenoutstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(d) Mechanicsof Exercise.

(i) Deliveryof Warrant ADSs Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to such exercise with theIsraeli custodian of The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”), and cause the Depositaryto credit the account of the Holder’s or its designee’s balance account with The Depository Trust Company (or another establishedclearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian system (“DWAC”) if theDepositary is then a participant in such system and either (A) there is an effective registration statement permitting the issuance ofthe Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwiseby physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, forthe number of Warrant ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Noticeof Exercise by the date that is the earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and(ii) the number of Trading Days comprising the Standard Settlement Period, in each case, after the delivery to the Company of the Noticeof Exercise (such date, the “Warrant ADS Delivery Date”, provided, however, that if a Warrant ADS Delivery Date isa Friday or any other day on which commercial banks in Israel are closed, then “Warrant ADS Delivery Date” shall mean thenext Trading Day on which commercial banks in Israel are open), provided, that the Company shall not be obligated to deliver the WarrantADSs hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or beforethe Warrant ADS Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of deliveryof the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is receivedwithin the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (provided,however, that, in each case of (i) and (ii), if such Trading Day is a Friday or any other day on which commercial banks in Israel areclosed, then such Trading Day shall be the next Trading Day on which commercial banks in Israel are open), in each case, following deliveryof the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exerciseby the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10 per TradingDay (increasing to $20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such WarrantADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositarythat is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary TradingMarket with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respectto any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial ExerciseDate, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the WarrantShares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall bethe Warrant ADS Delivery Date for purposes hereunder.

(ii) Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

(iii) RescissionRights. If the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by theWarrant ADS Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensationfor Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if theCompany fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) abovepursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfactionof a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (includingbrokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSsthat the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sellorder giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrantand equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded)or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and deliveryobligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respectto an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) ofthe immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company writtennotice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amountof such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equityincluding, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure totimely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof. The Depositary does not have, nor will it accept,any liability to any Holder hereunder.

(v) NoFractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As toany fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole ADS.

(vi) Charges,Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses (excluding, for the avoidance of doubt, incometax) shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may bedirected by the Holder; provided, however, that in the event that Warrant ADSs are to be issued in a name other than thename of the Holder, this Warrant shall be surrendered for exercise and accompanied by the Assignment Form attached hereto duly executedby the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer taxincidental thereto. The Company shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all feesto the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronicdelivery of the ADSs, if any. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuanceof the Warrant ADSs hereunder.

(vii) Closingof Books. The Company will not close its shareholder books or records in any manner that prevents the timely exercise of this Warrantpursuant to the terms hereof.

(e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, collectively, the “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number ofOrdinary Shares underlying ADSs held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuableupon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Sharesunderlying ADSs which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned bythe Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portionof any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation onconversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Affiliatesor Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shallbe calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledgedby the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the ExchangeAct and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitationcontained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities ownedby the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in thesole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whetherthis Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shallhave no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplatedabove shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Forpurposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstandingOrdinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report on Form 6-K or other public filingfiled with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice bythe Company or the Depositary setting forth the number of Ordinary Shares outstanding.  Upon the written or oral request of the Holder,the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of OrdinaryShares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be[4.99%/9.99%] of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuableupon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisionsof this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstandingimmediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisionsof this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixtyfirst (61^st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implementedin a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplementsnecessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successorholder of this Warrant.

Section 3. CertainAdjustments.

(a) ShareDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makesa distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in OrdinaryShares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable,(ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including byway of reverse share split or reverse ratio change) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable,or (iv) issues by reclassification of Ordinary Shares, ADSs or any share capital of the Company, as applicable, then in each case theExercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs, as applicable,(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of OrdinaryShares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrantshall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuantto this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receivesuch dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combinationor re-classification.

(b) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding theCompany grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property prorata to the record holders of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled toacquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if theHolder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitationson exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record istaken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holdersof Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or acquire beneficialownership of such Ordinary Shares or ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shallbe held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the BeneficialOwnership Limitation).

(c) ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including,without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time afterthe issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirable upon completeexercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial OwnershipLimitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date asof which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution; provided,however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in thebeneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to such extent), and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation.

(d) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in oneor a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Companyor another Person) is completed pursuant to which holders of Ordinary Shares and/or ADSs are permitted to sell, tender or exchange theirshares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares and/orADSs or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or morerelated transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares and/or ADSs or any compulsoryshare exchange pursuant to which the Ordinary Shares and/or ADSs are effectively converted into or exchanged for other securities, cashor property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreementor other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement)with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares and/orADSs or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then,upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share and/or Warrant ADS thatwould have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of theHolder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares and/or ADSs ofthe successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “AlternateConsideration”) receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares and/or ADSsfor which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e)on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjustedto apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one Ordinary Share and/orADS in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonablemanner reflecting the relative value of any different components of the Alternate Consideration. If holders of Ordinary Shares and/orADSs are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall begiven the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “SuccessorEntity”) to assume in writing all of the obligations of the Company under this Warrant in accordance with the provisions ofthis Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder(without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchangefor this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to thisWarrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalentto the Ordinary Shares and/or ADSs acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exerciseof this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to suchshares of capital stock (but taking into account the relative value of the Ordinary Shares and/or ADSs pursuant to such Fundamental Transactionand the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose ofprotecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonablysatisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shallbe added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such FundamentalTransaction, each and every provision of this Warrant referring to the “Company” shall refer instead to each of the Companyand the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severallywith the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shallassume all of the obligations of the Company prior thereto under this Warrant with the same effect as if the Company and such SuccessorEntity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shallbe entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whether the Company has sufficient authorized OrdinaryShares and/or ADSs for the issuance of Warrant Shares and/or Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior tothe Initial Exercise Date.

(e) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposesof this Section 3, the number of Ordinary Shares or ADSs, as applicable, deemed to be issued and outstanding as of a given date shallbe the sum of the number of Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) issued and outstanding.

(f) Noticeto Holder.

Section 4. Transfer ofWarrant.

a) Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights, if any) are transferable, in whole or inpart, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignmentof this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney-in-fact and funds sufficientto pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not soassigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to the Companyassigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchaseof Warrant ADSs without having a new Warrant issued.

b) NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney-in-fact. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date of this Warrant and shall be identicalwith this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.

c) WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) NoRights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly setforth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receivethe cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settlean exercise of this Warrant.

(b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient numberof shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights underthis Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who arecharged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Companywill take all such reasonable action as may be necessary to assure that such Warrant ADSs and Warrant Shares may be issued as providedherein without violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the OrdinaryShares and ADSs may be listed. The Company covenants that all Warrant ADSs which may be issued upon the exercise of the purchase rightsrepresented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs inaccordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges createdby the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articlesof association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior to suchincrease in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legallyissue fully paid and nonassessable Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtainall such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enablethe Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

(e) GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by andconstrued and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts oflaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Warrant (whether brought against a party hereto or their 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, Boroughof Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, 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 suit, action or proceedingby mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the addressin effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process andnotice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permittedby law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party insuch action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) Restrictions.The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilizecashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies hereunder or under applicable law or in equity.Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficientto cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by e-mail or sent by a nationally recognized overnight courier service, addressedto the Company, at 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attention: Gil Efron, email address: gile@purple-biotech.com,or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail or sent bya nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing onthe books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliestof (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Sectionprior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communicationis delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (NewYork City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognizedovernight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that anynotice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Companyshall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K.

(i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditorsof the Company or otherwise.

(j) Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

(k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant ADSs.

(l) Amendment.Other than Section 2(e) and this Section 5(l), this Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

(m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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(Signature Page Follows)

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

NOTICE OF EXERCISE

To: PurpleBiotech Ltd.

(1) Theundersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Paymentshall take the form of (check applicable box):

(3) Please register and issue said WarrantADSs in the name of the undersigned or in such other name as is specified below:___________________

The Warrant ADSs shall be delivered to the followingDWAC Account Number:

[SIGNATUREOF HOLDER]

Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date: ___________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase Warrant ADSs.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

Holder’sSignature: ___________________

Holder’s Address:____________________

Exhibit 4.15

WARRANT TO PURCHASE ORDINARY SHARES REPRESENTEDBY AMERICAN DEPOSITARY SHARES

PURPLE BIOTECH LTD.

Number of American Depositary Shares: [_______]

THIS WARRANT TO PURCHASE ORDINARYSHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, _____________or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditionshereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or priorto 5:00 p.m. (New York City time) on ______¹(the “Termination Date”) but not thereafter, to subscribe for and purchase from Purple Biotech Ltd., a company organizedunder the laws of the State of Israel (the “Company”), up to [●] OrdinaryShares, no par value per share of the Company (the “Warrant Shares”), represented by [●]American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable uponexercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one WarrantADS shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

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

“Board ofDirectors” means the board of directors of the Company.

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or requiredby law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.

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

“Depositary”means The Bank of New York Mellon, with offices located at 240 Greenwich Street, New York, NY 10286.

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

“OrdinaryShare(s)” means the ordinary shares of the Company, no par value per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time ADSs or Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrumentthat is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs orOrdinary Shares.

“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.

“PurchaseAgreement” means the securities purchase agreement, dated as of _____, 2025, by and between the Company and each of the purchaserssignatory thereto.

“RegistrationStatement” means the Company’s registration statement on Form F-1 (File No. 333-_______).

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

“Subsidiary”means any subsidiary of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K, and shall, where applicable, also includeany direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“TradingDay” means a day on which the ADSs are traded on a Trading Market.

“TradingMarket” means any of the following markets or exchanges on which the ADSs are 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 or the New York Stock Exchange(or any successors to any of the foregoing).

“Warrants” meansthis Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

(a) Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or timeson or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copysubmitted by electronic mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice ofExercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the StandardSettlement Period (as defined in Section 2(d)(i) herein) (provided, however, that, in each case of (i) and (ii), if such Trading Dayis a Friday or any other day on which commercial banks in Israel or the TASE are closed, then such Trading Day shall be the nextTrading Day on which commercial banks in Israel or the TASE are open) following the date of exercise as aforesaid, the Holder shalldeliver to the Company the aggregate Exercise Price (as defined in Section 2(b) herein) for the Warrant ADSs specified in theapplicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exerciseprocedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exerciseshall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise berequired. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full,in which case, the Holder shall, upon request of the Company, surrender this Warrant to the Company for cancellation as soon asreasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of thisWarrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect oflowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSspurchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of suchpurchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. TheHolder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder atany given time may be less than the amount stated on the face hereof.

(b) ExercisePrice. The exercise price per ADS under this Warrant shall be $____, subject to adjustment hereunder (the “Exercise Price”).

(c) CashlessExercise. If at the time of exercise hereof, there is no effective registration statement registering, or the prospectus containedtherein is not available for the issuance of the Warrant ADSs to the Holder, then this Warrant may also be exercised, in whole or in part,at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive the number of Warrant ADSsequal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant ADSsare issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised.   The Company agrees not to takeany position contrary to this Section 2(c) (unless a contrary position is required due to changes in law).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on whichthe ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (NewYork City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearestpreceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if pricesfor the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independentappraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable tothe Company, the fees and expenses of which shall be paid by the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the TradingMarket on which the ADSs then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”)is not a Trading Market, the volume weighted average price of the ADS for such date (or the nearest preceding date) on OTCQB or OTCQXas applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADS are then reportedon the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeedingto its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market valueof an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants thenoutstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(d) Mechanicsof Exercise.

(i) Deliveryof Warrant ADSs Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to such exercise with theIsraeli custodian of The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”), and cause the Depositaryto credit the account of the Holder’s or its designee’s balance account with The Depository Trust Company (or another establishedclearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian system (“DWAC”) if theDepositary is then a participant in such system and either (A) there is an effective registration statement permitting the issuance ofthe Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwiseby physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, forthe number of Warrant ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Noticeof Exercise by the date that is the earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and(ii) the number of Trading Days comprising the Standard Settlement Period, in each case, after the delivery to the Company of the Noticeof Exercise (such date, the “Warrant ADS Delivery Date”, provided, however, that if a Warrant ADS Delivery Date isa Friday or any other day on which commercial banks in Israel are closed, then “Warrant ADS Delivery Date” shall mean thenext Trading Day on which commercial banks in Israel are open), provided, that the Company shall not be obligated to deliver the WarrantADSs hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or beforethe Warrant ADS Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of deliveryof the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is receivedwithin the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (provided,however, that, in each case of (i) and (ii), if such Trading Day is a Friday or any other day on which commercial banks in Israel areclosed, then such Trading Day shall be the next Trading Day on which commercial banks in Israel are open), in each case, following deliveryof the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exerciseby the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10 per TradingDay (increasing to $20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such WarrantADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositarythat is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary TradingMarket with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respectto any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial ExerciseDate, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the WarrantShares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall bethe Warrant ADS Delivery Date for purposes hereunder.

(ii) Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

(iii) RescissionRights. If the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by theWarrant ADS Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensationfor Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if theCompany fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) abovepursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfactionof a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (includingbrokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSsthat the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sellorder giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrantand equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded)or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and deliveryobligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respectto an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) ofthe immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company writtennotice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amountof such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equityincluding, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure totimely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof. The Depositary does not have, nor will it accept,any liability to any Holder hereunder.

(v) NoFractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As toany fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole ADS.

(vi) Charges,Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses (excluding, for the avoidance of doubt, incometax) shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may bedirected by the Holder; provided, however, that in the event that Warrant ADSs are to be issued in a name other than thename of the Holder, this Warrant shall be surrendered for exercise and accompanied by the Assignment Form attached hereto duly executedby the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer taxincidental thereto. The Company shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all feesto the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronicdelivery of the ADSs, if any. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuanceof the Warrant ADSs hereunder.

(vii) Closingof Books. The Company will not close its shareholder books or records in any manner that prevents the timely exercise of this Warrantpursuant to the terms hereof.

(e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, collectively, the “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number ofOrdinary Shares underlying ADSs held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuableupon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Sharesunderlying ADSs which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned bythe Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portionof any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation onconversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Affiliatesor Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shallbe calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledgedby the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the ExchangeAct and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitationcontained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities ownedby the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in thesole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whetherthis Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shallhave no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplatedabove shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Forpurposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstandingOrdinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report on Form 6-K or other public filingfiled with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice bythe Company or the Depositary setting forth the number of Ordinary Shares outstanding.  Upon the written or oral request of the Holder,the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of OrdinaryShares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be[4.99%/9.99%] of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuableupon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisionsof this Section 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstandingimmediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisionsof this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixtyfirst (61^st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implementedin a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplementsnecessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successorholder of this Warrant.

Section 3.Certain Adjustments.

(a) ShareDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makesa distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in OrdinaryShares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable,(ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including byway of reverse share split or reverse ratio change) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable,or (iv) issues by reclassification of Ordinary Shares, ADSs or any share capital of the Company, as applicable, then in each case theExercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs, as applicable,(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of OrdinaryShares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrantshall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuantto this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receivesuch dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combinationor re-classification.

(b) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding theCompany grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property prorata to the record holders of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled toacquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if theHolder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitationson exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record istaken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holdersof Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or acquire beneficialownership of such Ordinary Shares or ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shallbe held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the BeneficialOwnership Limitation).

(c) ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise (including,without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification,corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time afterthe issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extentthat the Holder would have participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirable upon completeexercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial OwnershipLimitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date asof which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution; provided,however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in thebeneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to such extent), and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation.

(d) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets inone or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by theCompany or another Person) is completed pursuant to which holders of Ordinary Shares and/or ADSs are permitted to sell, tender or exchangetheir shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Sharesand/or ADSs or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in oneor more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares and/or ADSs or anycompulsory share exchange pursuant to which the Ordinary Shares and/or ADSs are effectively converted into or exchanged for other securities,cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchaseagreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or schemeof arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding OrdinaryShares and/or ADSs or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share and/or WarrantADS that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the optionof the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares and/orADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number ofOrdinary Shares and/or ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard toany limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the ExercisePrice shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuablein respect of one Ordinary Share and/or ADS in such Fundamental Transaction, and the Company shall apportion the Exercise Price amongthe Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If holders of Ordinary Shares and/or ADSs are given any choice as to the securities, cash or property to be received in a FundamentalTransaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrantfollowing such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Companyor any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable FundamentalTransaction), purchase this Warrant from the Holder (in accordance with Section 312 of the Israeli Companies Law, 5759-1999) by payingto the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warranton the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transactionis not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only beentitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), atthe Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Sharesand/or ADSs of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock orany combination thereof, or whether the holders of Ordinary Shares and/or ADSs are given the choice to receive from among alternativeforms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Ordinary Sharesand/or ADSs of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Sharesand/or ADSs will be deemed to have received ordinary shares and/or ADSs of the Successor Entity (which Entity may be the Company followingsuch Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrantbased on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day ofconsummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate correspondingto the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated FundamentalTransaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatilityor (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 dayannualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated FundamentalTransaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on theTrading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummationof the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section3(d), (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated FundamentalTransaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transferof immediately available funds (or such other consideration) within the later of (i) five Business Days of the Holder’s electionand (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transactionin which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of theCompany under this Warrant in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substancereasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction andshall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced bya written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of sharesof capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares and/or ADSs acquirable and receivableupon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relativevalue of the Ordinary Shares and/or ADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, suchnumber of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediatelyprior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder.Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” underthis Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of thisWarrant referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities,jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every rightand power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Companyprior thereto under this Warrant with the same effect as if the Company and such Successor Entity or Successor Entities, jointly andseverally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisionsof this Section 3(d) regardless of (i) whether the Company has sufficient authorized Ordinary Shares and/or ADSs for the issuance ofWarrant Shares and/or Warrant ADSs and/or (ii) whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

(e) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposesof this Section 3, the number of Ordinary Shares or ADSs, as applicable, deemed to be issued and outstanding as of a given date shallbe the sum of the number of Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) issued and outstanding.

(f) Noticeto Holder.

(g) VoluntaryAdjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term ofthis Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directorsof the Company.

Section 4. Transfer ofWarrant.

a) Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights, if any) are transferable, in whole or inpart, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignmentof this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney-in-fact and funds sufficientto pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not soassigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to the Companyassigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchaseof Warrant ADSs without having a new Warrant issued.

b) NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney-in-fact. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date of this Warrant and shall be identicalwith this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.

c) WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) NoRights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly setforth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receivethe cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settlean exercise of this Warrant.

(b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c) Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient numberof shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights underthis Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who arecharged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Companywill take all such reasonable action as may be necessary to assure that such Warrant ADSs and Warrant Shares may be issued as providedherein without violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the OrdinaryShares and ADSs may be listed. The Company covenants that all Warrant ADSs which may be issued upon the exercise of the purchase rightsrepresented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs inaccordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges createdby the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articlesof association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior to suchincrease in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legallyissue fully paid and nonassessable Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtainall such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enablethe Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

(e) GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by andconstrued and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts oflaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Warrant (whether brought against a party hereto or their 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, Boroughof Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, 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 suit, action or proceedingby mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the addressin effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process andnotice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permittedby law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party insuch action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) Restrictions.The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilizecashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies hereunder or under applicable law or in equity.Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficientto cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by e-mail or sent by a nationally recognized overnight courier service, addressedto the Company, at 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attention: Gil Efron, email address: gile@purple-biotech.com,or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail or sent bya nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing onthe books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliestof (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Sectionprior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communicationis delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (NewYork City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognizedovernight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that anynotice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Companyshall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K.

(i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditorsof the Company or otherwise.

(j) Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

(k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant ADSs.

(l) Amendment.Other than Section 2(e) and this Section 5(l), this Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

(m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

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

NOTICE OF EXERCISE

To: PurpleBiotech Ltd.

(1) Theundersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Paymentshall take the form of (check applicable box):

(3) Please register and issue said WarrantADSs in the name of the undersigned or in such other name as is specified below:_______________________________

The Warrant ADSs shall be delivered to the followingDWAC Account Number:

[SIGNATUREOF HOLDER]

Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date: __________________________________________________________________________________________

ASSIGNMENTFORM

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase Warrant ADSs.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

Holder’sSignature: ___________________

Holder’s Address:____________________

Exhibit 4.16

PLACEMENT AGENT WARRANT TO PURCHASE ORDINARYSHARES
REPRESENTED BY AMERICAN DEPOSITARY SHARES

PURPLE BIOTECH LTD.

Number of American Depositary Shares: [_______]

THIS PLACEMENT AGENT WARRANTTO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received,_____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exerciseand the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”)and on or prior to 5:00 p.m. (New York City time) on ______¹ (the “Termination Date”) but not thereafter,to subscribe for and purchase from Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”),up to [●] Ordinary Shares, no par value per share of the Company (the “WarrantShares”), represented by [●] American Depositary Shares (each, an “ADS”and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”),as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co.,LLC, dated as of August 4, 2025.

Section 1. Definitions.In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:

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

“Board ofDirectors” means the board of directors of the Company.

“BusinessDay” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorizedor required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or requiredby law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authorityso long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generallyare open for use by customers on such day.

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

“Depositary”means The Bank of New York Mellon, with offices located at 240 Greenwich Street, New York, NY 10286.

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

“OrdinaryShare(s)” means the ordinary shares of the Company, no par value per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time ADSs or Ordinary Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other instrumentthat is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ADSs orOrdinary Shares.

“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.

“PurchaseAgreement” means the securities purchase agreement, dated as of _____, 2025, by and between the Company and each of the purchaserssignatory thereto.

“RegistrationStatement” means the Company’s registration statement on Form F-1 (File No. 333-_______).

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

“Subsidiary”means any subsidiary of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K, and shall, where applicable, also includeany direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“TradingDay” means a day on which the ADSs are traded on a Trading Market.

“TradingMarket” means any of the following markets or exchanges on which the ADSs are 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 or the New York Stock Exchange(or any successors to any of the foregoing).

“Warrants” meansthis Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Registration Statement.

Section 2. Exercise.

(a) Exerciseof Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or timeson or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copysubmitted by electronic mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice ofExercise”). Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the StandardSettlement Period (as defined in Section 2(d)(i) herein) (provided, however, that, in each case of (i) and (ii), if such Trading Dayis a Friday or any other day on which commercial banks in Israel or the TASE are closed, then such Trading Day shall be the nextTrading Day on which commercial banks in Israel or the TASE are open) following the date of exercise as aforesaid, the Holder shalldeliver to the Company the aggregate Exercise Price (as defined in Section 2(b) herein) for the Warrant ADSs specified in theapplicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exerciseprocedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exerciseshall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise berequired. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant tothe Company until the Holder has purchased all of the Warrant ADSs available hereunder and the Warrant has been exercised in full,in which case, the Holder shall, upon request of the Company, surrender this Warrant to the Company for cancellation as soon asreasonably practicable of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of thisWarrant resulting in purchases of a portion of the total number of Warrant ADSs available hereunder shall have the effect oflowering the outstanding number of Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSspurchased. The Holder and the Company shall maintain records showing the number of Warrant ADSs purchased and the date of suchpurchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Trading Day of receipt of such notice. TheHolder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph,following the purchase of a portion of the Warrant ADSs hereunder, the number of Warrant ADSs available for purchase hereunder atany given time may be less than the amount stated on the face hereof.

(b) ExercisePrice. The exercise price per ADS under this Warrant shall be $____, subject to adjustment hereunder (the “Exercise Price”).

(c) CashlessExercise. If at the time of exercise hereof, there is no effective registration statement registering, or the prospectus containedtherein is not available for the issuance of the Warrant ADSs to the Holder, then this Warrant may also be exercised, in whole or in part,at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive the number of Warrant ADSsequal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

If Warrant ADSsare issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,the Warrant ADSs shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to takeany position contrary to this Section 2(c) (unless a contrary position is required due to changes in law).

“Bid Price”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market on whichthe ADSs are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (NewYork City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the ADSs for such date (or the nearestpreceding date) on OTCQB or OTCQX as applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if pricesfor the ADSs are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices),the most recent bid price per ADS so reported, or (d) in all other cases, the fair market value of an ADS as determined by an independentappraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable tothe Company, the fees and expenses of which shall be paid by the Company.

“VWAP”means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or quotedon a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on the TradingMarket on which the ADSs then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best Market (“OTCQX”)is not a Trading Market, the volume weighted average price of the ADS for such date (or the nearest preceding date) on OTCQB or OTCQXas applicable, (c) if the ADSs are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the ADS are then reportedon the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc. (or a similar organization or agency succeedingto its functions of reporting prices), the most recent bid price per ADS so reported, or (d) in all other cases, the fair market valueof an ADS as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants thenoutstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(d) Mechanicsof Exercise.

(i) Deliveryof Warrant ADSs Upon Exercise. The Company shall cause its registrar to deposit the Warrant Shares subject to such exercise with theIsraeli custodian of The Bank of New York Mellon, the Depositary for the ADSs (the “Depositary”), and cause the Depositaryto credit the account of the Holder’s or its designee’s balance account with The Depository Trust Company (or another establishedclearing corporation performing similar functions) through its Deposit/Withdrawal At Custodian system (“DWAC”) if theDepositary is then a participant in such system and either (A) there is an effective registration statement permitting the issuance ofthe Warrant ADSs to or resale of the Warrant ADSs by the Holder or (B) this Warrant is being exercised via cashless exercise, and otherwiseby physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, forthe number of Warrant ADSs to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Noticeof Exercise by the date that is the earlier of (i) one (1) Trading Day after delivery of the aggregate Exercise Price to the Company and(ii) the number of Trading Days comprising the Standard Settlement Period, in each case, after the delivery to the Company of the Noticeof Exercise (such date, the “Warrant ADS Delivery Date”, provided, however, that if a Warrant ADS Delivery Date isa Friday or any other day on which commercial banks in Israel are closed, then “Warrant ADS Delivery Date” shall mean thenext Trading Day on which commercial banks in Israel are open), provided, that the Company shall not be obligated to deliver the WarrantADSs hereunder unless the Company has received the aggregate Exercise Price (other than in the case of a cashless exercise) on or beforethe Warrant ADS Delivery Date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to havebecome the holder of record of the Warrant ADSs with respect to which this Warrant has been exercised, irrespective of the date of deliveryof the Warrant ADSs, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is receivedwithin the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period (provided,however, that, in each case of (i) and (ii), if such Trading Day is a Friday or any other day on which commercial banks in Israel areclosed, then such Trading Day shall be the next Trading Day on which commercial banks in Israel are open), in each case, following deliveryof the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant ADSs subject to a Notice of Exerciseby the Warrant ADS Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000of Warrant ADSs subject to such exercise (based on the VWAP of the ADSs on the date of the applicable Notice of Exercise), $10 per TradingDay (increasing to $20 per Trading Day on the third Trading Day after the Warrant ADS Delivery Date) for each Trading Day after such WarrantADS Delivery Date until such Warrant ADSs are delivered or Holder rescinds such exercise. The Company agrees to maintain a depositarythat is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “StandardSettlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary TradingMarket with respect to the ADSs as in effect on the date of delivery of the Notice of Exercise. Notwithstanding the foregoing, with respectto any Notice(s) of Exercise delivered on or prior to 4:00 p.m. (New York City time) on the Trading Date prior to the Initial ExerciseDate, which may be delivered at any time after the time of execution of the Purchase Agreement, the Company agrees to deliver the WarrantShares subject to such notice(s) by 4:00 p.m. (New York City time) on the Initial Exercise Date and the Initial Exercise Date shall bethe Warrant ADS Delivery Date for purposes hereunder.

(ii) Deliveryof New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder andupon surrender of this Warrant certificate, at the time of delivery of the Warrant ADSs, deliver to the Holder a new Warrant evidencingthe rights of the Holder to purchase the unpurchased Warrant ADSs called for by this Warrant, which new Warrant shall in all other respectsbe identical with this Warrant.

(iii) RescissionRights. If the Company fails to cause the Depositary to deliver to the Holder the Warrant ADSs pursuant to Section 2(d)(i) by theWarrant ADS Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensationfor Buy-In on Failure to Timely Deliver Warrant ADSs Upon Exercise. In addition to any other rights available to the Holder, if theCompany fails to cause the Depositary to deliver to the Holder the Warrant ADSs in accordance with the provisions of Section 2(d)(i) abovepursuant to an exercise on or before the Warrant ADS Delivery Date, and if after such date the Holder is required by its broker to purchase(in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, ADSs to deliver in satisfactionof a sale by the Holder of the Warrant ADSs which the Holder anticipated receiving upon such exercise (a “Buy-In”),then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (includingbrokerage commissions, if any) for the ADSs so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant ADSsthat the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sellorder giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrantand equivalent number of Warrant ADSs for which such exercise was not honored (in which case such exercise shall be deemed rescinded)or deliver to the Holder the number of ADSs that would have been issued had the Company timely complied with its exercise and deliveryobligations hereunder. For example, if the Holder purchases ADSs having a total purchase price of $11,000 to cover a Buy-In with respectto an attempted exercise of ADSs with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) ofthe immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company writtennotice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amountof such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equityincluding, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure totimely deliver ADSs upon exercise of the Warrant as required pursuant to the terms hereof. The Depositary does not have, nor will it accept,any liability to any Holder hereunder.

(v) NoFractional Shares or Scrip. No fractional Warrant Shares or Warrant ADSs shall be issued upon the exercise of this Warrant. As toany fraction of an ADS which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election,either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price orround up to the next whole ADS.

(vi) Charges,Taxes and Expenses. Issuance of Warrant ADSs shall be made without charge to the Holder for any issue or transfer tax or other incidentalexpense in respect of the issuance of such Warrant ADSs, all of which taxes and expenses (excluding, for the avoidance of doubt, incometax) shall be paid by the Company, and such Warrant ADSs shall be issued in the name of the Holder or in such name or names as may bedirected by the Holder; provided, however, that in the event that Warrant ADSs are to be issued in a name other than thename of the Holder, this Warrant shall be surrendered for exercise and accompanied by the Assignment Form attached hereto duly executedby the Holder, and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer taxincidental thereto. The Company shall pay all Depositary fees required for same-day processing of any Notice of Exercise and all feesto the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronicdelivery of the ADSs, if any. The Company shall pay all applicable fees and expenses of the Depositary in connection with the issuanceof the Warrant ADSs hereunder.

(vii) Closingof Books. The Company will not close its shareholder books or records in any manner that prevents the timely exercise of this Warrantpursuant to the terms hereof.

(e) Holder’sExercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exerciseany portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exerciseas set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates and any other Persons actingas a group together with the Holder or any of the Holder’s Affiliates (such Persons, collectively, the “Attribution Parties”)),would beneficially own in excess of the Beneficial Ownership Limitation (as defined below).  For purposes of the foregoing sentence,the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number ofOrdinary Shares underlying ADSs held by the Holder and its Attribution Parties plus the number of Ordinary Shares underlying ADSs issuableupon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Sharesunderlying ADSs which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned bythe Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portionof any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation onconversion or exercise analogous to the limitation contained herein that are beneficially owned by the Holder or any of its Affiliatesor Attribution Parties.  Except as set forth in the preceding sentence, for purposes of this Section 2(e), beneficial ownership shallbe calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledgedby the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the ExchangeAct and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitationcontained in this Section 2(e) applies, the determination of whether this Warrant is exercisable (in relation to other securities ownedby the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in thesole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whetherthis Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties)and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shallhave no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplatedabove shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Forpurposes of this Section 2(e), in determining the number of outstanding Ordinary Shares, the Holder may rely on the number of outstandingOrdinary Shares as reflected in (x) the Company’s most recent Annual Report on Form 20-F, Report on Form 6-K or other public filingfiled with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice bythe Company or the Depositary setting forth the number of Ordinary Shares outstanding.  Upon the written or oral request of the Holder,the Company shall within one (1) Trading Day confirm orally and in writing or by electronic mail to the Holder the number of OrdinaryShares then outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversionor exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the dateas of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be4.99% of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exerciseof this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of thisSection 2(e), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of Ordinary Shares outstandingimmediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisionsof this Section 2(e) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the sixtyfirst (61^st) day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implementedin a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof)which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplementsnecessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successorholder of this Warrant.

Section 3. Certain Adjustments.

(a) ShareDividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makesa distribution or distributions on its Ordinary Shares or ADSs or any other equity or equity equivalent securities payable in OrdinaryShares or ADSs (which, for avoidance of doubt, shall not include any ADSs issued by the Company upon exercise of this Warrant), as applicable,(ii) subdivides outstanding Ordinary Shares or ADSs into a larger number of shares or ADSs, as applicable, (iii) combines (including byway of reverse share split or reverse ratio change) outstanding Ordinary Shares or ADSs into a smaller number of shares or ADSs, as applicable,or (iv) issues by reclassification of Ordinary Shares, ADSs or any share capital of the Company, as applicable, then in each case theExercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares or ADSs, as applicable,(excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of OrdinaryShares or ADSs, as applicable, outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrantshall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuantto this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receivesuch dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combinationor re-classification.

(b) SubsequentRights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time that this Warrant is outstanding theCompany grants, issues or sells any Ordinary Share Equivalents or rights to purchase shares, warrants, securities or other property prorata to the record holders of Ordinary Shares or ADSs (the “Purchase Rights”), then the Holder will be entitled toacquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if theHolder had held the number of Ordinary Shares or ADSs acquirable upon complete exercise of this Warrant (without regard to any limitationson exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record istaken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holdersof Ordinary Shares or ADSs are to be determined for the grant, issue or sale of such Purchase Rights (provided, however,that to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the BeneficialOwnership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or acquire beneficialownership of such Ordinary Shares or ADSs as a result of such Purchase Right to such extent) and such Purchase Right to such extent shallbe held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the BeneficialOwnership Limitation).

(c) ProRata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distributionof its assets (or rights to acquire its assets) to holders of Ordinary Shares or ADSs, by way of return of capital or otherwise, otherthan cash (including, without limitation, any distribution of shares or other securities, property or options by way of a dividend, spinoff, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”),at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distributionto the same extent that the Holder would have participated therein if the Holder had held the number of Ordinary Shares or ADSs acquirableupon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the BeneficialOwnership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, thedate as of which the record holders of Ordinary Shares or ADSs are to be determined for the participation in such Distribution; provided,however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceedingthe Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in thebeneficial ownership of any Ordinary Shares or ADSs as a result of such Distribution to such extent), and the portion of such Distributionshall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holderexceeding the Beneficial Ownership Limitation.

(d) FundamentalTransaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactionseffects any merger or consolidation of the Company with or into another Person, (ii) the Company or any Subsidiary, directly or indirectly,effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets inone or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by theCompany or another Person) is completed pursuant to which holders of Ordinary Shares and/or ADSs are permitted to sell, tender or exchangetheir shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Sharesand/or ADSs or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in oneor more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares and/or ADSs or anycompulsory share exchange pursuant to which the Ordinary Shares and/or ADSs are effectively converted into or exchanged for other securities,cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchaseagreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or schemeof arrangement) with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding OrdinaryShares and/or ADSs or 50% or more of the voting power of the common equity of the Company (each a “Fundamental Transaction”),then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share and/or WarrantADS that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the optionof the Holder (without regard to any limitation in Section 2(e) on the exercise of this Warrant), the number of Ordinary Shares and/orADSs of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration(the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number ofOrdinary Shares and/or ADSs for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard toany limitation in Section 2(e) on the exercise of this Warrant). For purposes of any such exercise, the determination of the ExercisePrice shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuablein respect of one Ordinary Share and/or ADS in such Fundamental Transaction, and the Company shall apportion the Exercise Price amongthe Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration.If holders of Ordinary Shares and/or ADSs are given any choice as to the securities, cash or property to be received in a FundamentalTransaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrantfollowing such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Companyor any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable FundamentalTransaction), purchase this Warrant from the Holder (in accordance with Section 312 of the Israeli Companies Law, 5759-1999) by payingto the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warranton the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transactionis not within the Company's control, including not approved by the Company's Board of Directors, the Holder shall only be entitled toreceive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black ScholesValue of the unexercised portion of this Warrant, that is being offered and paid to the holders of Ordinary Shares and/or ADSs of theCompany in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof,or whether the holders of Ordinary Shares and/or ADSs are given the choice to receive from among alternative forms of consideration inconnection with the Fundamental Transaction; provided, further, that if holders of Ordinary Shares and/or ADSs of the Companyare not offered or paid any consideration in such Fundamental Transaction, such holders of Ordinary Shares and/or ADSs will be deemedto have received ordinary shares and/or ADSs of the Successor Entity (which Entity may be the Company following such Fundamental Transaction)in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-ScholesOption Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicableFundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate fora period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and theTermination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualizationfactor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C)the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediatelypreceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable FundamentalTransaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d), (D) a remaining optiontime equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the TerminationDate and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds(or such other consideration) within the later of (i) five Business Days of the Holder’s election and (ii) the date of consummationof the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is notthe survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrantin accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory tothe Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option ofthe Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantiallysimilar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such SuccessorEntity (or its parent entity) equivalent to the Ordinary Shares and/or ADSs acquirable and receivable upon exercise of this Warrant (withoutregard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which appliesthe exercise price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares and/orADSs pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock andsuch exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of suchFundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such FundamentalTransaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrenceor consummation of such Fundamental Transaction, each and every provision of this Warrant referring to the “Company” shallrefer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entityor Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and theSuccessor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant with the sameeffect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein.For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of (i) whetherthe Company has sufficient authorized Ordinary Shares and/or ADSs for the issuance of Warrant Shares and/or Warrant ADSs and/or (ii)whether a Fundamental Transaction occurs prior to the Initial Exercise Date.

(e) Calculations.All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of an ADS, as the case may be. For purposesof this Section 3, the number of Ordinary Shares or ADSs, as applicable, deemed to be issued and outstanding as of a given date shallbe the sum of the number of Ordinary Shares or ADSs, as applicable, (excluding treasury shares, if any) issued and outstanding.

(f) Noticeto Holder.

Section 4. Transfer of Warrant.

a) Transferability.This Warrant and all rights hereunder (including, without limitation, any registration rights, if any) are transferable, in whole orin part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignmentof this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney-in-fact and funds sufficientto pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shallexecute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominationsspecified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant notso assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be requiredto physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shallsurrender this Warrant to the Company within two (2) Trading Days of the date on which the Holder delivers an assignment form to theCompany assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder forthe purchase of Warrant ADSs without having a new Warrant issued.

b) NewWarrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder orits agent or attorney-in-fact. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordancewith such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date of this Warrant and shall be identicalwith this Warrant except as to the number of Warrant ADSs issuable pursuant thereto.

c) WarrantRegister. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “WarrantRegister”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holderof this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all otherpurposes, absent actual notice to the contrary.

Section 5. Miscellaneous.

(a) NoRights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividendsor other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly setforth in Section 3. Without limiting the rights of a Holder to receive Warrant Shares on a “cashless exercise,” and to receivethe cash payments contemplated pursuant to Sections 2(d)(i) and 2(d)(iv), in no event will the Company be required to net cash settlean exercise of this Warrant.

(b) Loss,Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactoryto it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant ADSs, and in caseof loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not includethe posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will makeand deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(c)  Saturdays,Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or grantedherein shall not be a Trading Day, then, such action may be taken or such right may be exercised on the next succeeding Trading Day.

(d) AuthorizedShares.

The Company covenantsthat, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Ordinary Shares a sufficient numberof shares to provide for the issuance of the Warrant ADSs and underlying Ordinary Shares upon the exercise of any purchase rights underthis Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who arecharged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Companywill take all such reasonable action as may be necessary to assure that such Warrant ADSs and Warrant Shares may be issued as providedherein without violation of any applicable law or regulation, or of any requirements of the applicable Trading Market upon which the OrdinaryShares and ADSs may be listed. The Company covenants that all Warrant ADSs which may be issued upon the exercise of the purchase rightsrepresented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant ADSs inaccordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges createdby the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to theextent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articlesof association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or anyother voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all timesin good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate toprotect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Companywill (i) not increase the par value of any Warrant ADSs above the amount payable therefor upon such exercise immediately prior to suchincrease in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legallyissue fully paid and nonassessable Warrant ADSs upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtainall such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enablethe Company to perform its obligations under this Warrant.

Before taking anyaction which would result in an adjustment in the number of Warrant ADSs for which this Warrant is exercisable or in the Exercise Price,the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatorybody or bodies having jurisdiction thereof.

(e) GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by andconstrued and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts oflaw thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated by this Warrant (whether brought against a party hereto or their 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, Boroughof Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussedherein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personallysubject to the jurisdiction of any such court, that such suit, 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 suit, action or proceedingby mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the addressin effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process andnotice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permittedby law. If either party shall commence an action, suit or proceeding to enforce any provisions of this Warrant, the prevailing party insuch action, suit or proceeding shall be reimbursed by the other party for their reasonable attorneys’ fees and other costs andexpenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) Restrictions.The Holder acknowledges that the Warrant ADSs acquired upon the exercise of this Warrant, if not registered, and the Holder does not utilizecashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiverand Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate asa waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies hereunder or under applicable law or in equity.Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of thisWarrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficientto cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings,incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(h) Notices.Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Noticeof Exercise, shall be in writing and delivered personally, by e-mail or sent by a nationally recognized overnight courier service, addressedto the Company, at 4 Oppenheimer Street, Science Park, Rehovot 7670104, Israel, Attention: Gil Efron, email address: gile@purple-biotech.com,or such other email address or address as the Company may specify for such purposes by notice to the Holders. Any and all notices or othercommunications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by e-mail or sent bya nationally recognized overnight courier service addressed to each Holder at the e-mail address or address of such Holder appearing onthe books of the Company. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliestof (i) the time of transmission, if such notice or communication is delivered via e-mail at the e-mail address set forth in this Sectionprior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communicationis delivered via e-mail at the e-mail address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (NewYork City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognizedovernight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that anynotice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Companyshall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K.

(i) Limitationof Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase WarrantADSs, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchaseprice of any Ordinary Shares or ADSs or as a shareholder of the Company, whether such liability is asserted by the Company or by creditorsof the Company or otherwise.

(j) Remedies.The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specificperformance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any lossincurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in anyaction for specific performance that a remedy at law would be adequate.

(k) Successorsand Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to thebenefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceableby the Holder or holder of Warrant ADSs.

(l) Amendment.Other than Section 2(e) and this Section 5(l), this Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company, on the one hand, and the Holder of this Warrant, on the other hand.

(m) Severability.Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to theextent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(n) Headings.The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

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

(Signature Page Follows)

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

NOTICE OF EXERCISE

To: PurpleBiotech Ltd.

(1) Theundersigned hereby elects to purchase ________ Warrant ADSs of the Company pursuant to the terms of the attached Warrant (only if exercisedin full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Paymentshall take the form of (check applicable box):

(3) Please register and issue said WarrantADSs in the name of the undersigned or in such other name as is specified below: _______________________________

The Warrant ADSs shall be delivered to the followingDWAC Account Number:

[SIGNATUREOF HOLDER]

Name of Investing Entity: ___________________________________________________________________________

Signature of Authorized Signatory of InvestingEntity: _____________________________________________________

Name of Authorized Signatory: _______________________________________________________________________

Title of Authorized Signatory: ________________________________________________________________________

Date: __________________________________________________________________________________________

ASSIGNMENT FORM

(To assign the foregoingWarrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase Warrant ADSs.)

FOR VALUE RECEIVED, the foregoingWarrant and all rights evidenced thereby are hereby assigned to

Holder’sSignature: ___________________

Holder’s Address:____________________

17

Exhibit 5.1

August 29, 2025

To: 

Purple Biotech Ltd. 

4 Oppenheimer Street 

Science Park 

Rehovot 7670104, Israel 9085000

Re: Purple Biotech Ltd.

Ladies and Gentlemen:

We have acted as Israeli counselto Purple Biotech Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection withthe filing by the Company of a registration statement on Form F-1 (the “Registration Statement”) with the Securitiesand Exchange Commission (the “SEC”) pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the“Securities Act”), for the registration by the Company of a proposed maximum aggregate offering price of up to $6,000,000of: (i) American Depositary Shares (each an “ADS”), each ADS representing two hundred (200) ordinary shares, no parvalue, of the Company (the “Ordinary Shares”), (ii) warrants to purchase ADSs (the “Ordinary Warrants”),(iii) pre-funded warrants to purchase ADSs (the “Pre-Funded Warrants”), (iv) warrants to purchase ADSs to be issuedto the Placement Agent (as defined below) or its designees (the “Placement Agent Warrants” and together with the OrdinaryWarrants and the Pre-Funded Warrants, the “Warrants”), and (v) the ADSs issuable upon exercise of the Warrants (the“Warrant ADSs” and together with the ADSs, the Warrants, and the Ordinary Shares represented by the ADSs and WarrantADSs, the “Securities”). The Securities are being registered by the Company, which has engaged H.C. Wainwright &Co., LLC (the “Placement Agent”) to act as the placement agent in connection with the offering of the Securities (the“Offering”).

In connection herewith, wehave examined the originals, or photocopies or copies, certified or otherwise identified to our satisfaction, of: (i) the RegistrationStatement to which this opinion is attached as an exhibit; (ii) the articles of association of the Company, as amended and currently ineffect (the “Articles”); (iii) resolutions of the board of directors of the Company (the “Board”)and committees of the Board which have heretofore been approved and that relate to the Company’s potential issuance of the Securities,the filing of the Registration Statement and other actions to be taken in connection with such issuance and sale; and (iv) such othercorporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials andof officers and representatives of the Company as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.We have also made inquiries of such officers and representatives as we have deemed relevant and necessary as a basis for the opinionshereafter set forth.

In such examination, we haveassumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to usas originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies and the authenticityof the originals of such latter documents. We have assumed the same to have been properly given and to be accurate. We have also assumedthe truth of all facts communicated to us by the Company and that all consents and minutes of meetings of committees of the Board, theBoard and the shareholders of the Company that have been provided to us are true and accurate and have been properly prepared in accordancewith the articles of association of the Company then in effect and all applicable laws. In addition, we have assumed that, at the timeof issuance and sale of the Ordinary Shares, a sufficient number of Ordinary Shares shall be authorized and available for issuance underthe Articles as then in effect

Based upon and subject tothe foregoing, we are of the opinion that the Ordinary Shares represented by the ADSs and the Ordinary Shares represented by the WarrantADSs have been duly authorized by all necessary corporate action on the part of the Company, and when issued, delivered and paid for,including upon the exercise of the Warrants, pursuant to the applicable terms thereof and in accordance with the Registration Statement,will be validly issued, fully paid and non-assessable.

Members of our firm are admittedto the Bar of the State of Israel, and we do not express any opinion as to the laws of any other jurisdiction. This opinion is limitedto the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the filingof this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters”in the prospectus forming part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the categoryof persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the SEC promulgated thereunderor Item 509 of the SEC’s Regulation S-K promulgated under the Securities Act.

This opinion letter is renderedas of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be broughtto our attention after the date hereof that may alter, affect or modify the opinions expressed herein.

Exhibit 5.2

August 29, 2025

Purple Biotech Ltd.

4 Oppenheimer Street

Science Park

Rehovot 7670104, Israel

Ladies and Gentlemen:

We have acted as special U.S. counsel to PurpleBiotech Ltd., an Israeli company (the “Company”), in connection with the offering by the Company of (i) 2,702,702American Depositary Shares (the “ADSs”), each ADS representing two hundred (200) ordinary shares of the Company,no par value per share (the “Ordinary Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”)to purchase up to 2,702,702 ADSs at an exercise price of $0.0001 per ADS (the “Pre-Funded Warrant ADSs”), (iii)Series B warrants (the “Series B Warrants”) to purchase up to an aggregate of 5,405,404 ADSs (the “SeriesB ADSs”), and (iv) placement agent warrants (the “Placement Agent Warrants” and together withthe Pre-Funded Warrants and the Series B Warrants, the “Warrants”) to purchase up to an aggregate of 189,189ADSs (the “Placement Agent ADSs” and together with the Pre-Funded Warrant ADSs and the Series B ADSs, the “WarrantADSs”) pursuant to a registration statement on Form F-1 (the “Registration Statement”) filed withthe Securities and Exchange Commission (the “Commission”) on August 29, 2025, under the Securities Act of 1933,as amended (the “Securities Act”) and the prospectus contained therein (the “Prospectus”).This opinion is being rendered in connection with the offering by the Company of the ADSs and Warrants pursuant to the terms of (i) aSecurities Purchase Agreement, to be entered into among the Company and the purchasers identified on the signature pages thereto and (ii)an engagement agreement dated as of August 4, 2025, by and between the Company and H.C. Wainwright & Co., LLC. The ADSs and the WarrantADSs will be issued pursuant to a Deposit Agreement dated as of November 6, 2015 (the “Deposit Agreement”) amongthe Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all Owners and Holders (eachas defined therein) from time to time of ADSs of the Company issued thereunder.

In rendering the opinion set forth herein, wehave examined the originals, or photostatic or certified copies, of (i) the form of Amended and Restated Articles of Association of theRegistrant to be effective immediately prior to listing on the Nasdaq Capital Market (the “Articles of Association”),(ii) certain resolutions related to the filing of the Registration Statement, the authorization and issuance of the Ordinary Shares representedby the ADSs and related matters, (iii) the Registration Statement and all exhibits thereto, (iv) the forms of Warrants, (v) a certificateexecuted by an officer of the Company, dated as of the date hereof, and (vi) such other records, documents and instruments as we deemedrelevant and necessary for purposes of the opinion stated herein.

We have relied upon such certificates of officersof the Company and of public officials and statements and information furnished by officers of the Company with respect to the accuracyof material factual matters contained therein which were not independently established by us. In such examination we have assumed thegenuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents ofall documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies.

Purple Biotech Ltd.

August 29, 2025

Page 2

Based on the foregoing, and subject to the furtherassumptions and qualifications set forth below, it is our opinion that:

Please note that we are opining only as to thematters expressly set forth herein and that no opinion should be inferred as to any other matter. We are opining herein as to the lawsof the State of New York as in effect on the date hereof, and we express no opinion with respect to any other laws, rules or regulations.This opinion is based upon currently existing laws, rules, regulations and judicial decisions, and we disclaim any obligation to adviseyou of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinionsset forth herein. In rendering the foregoing opinions, we have relied, for matters involving Israeli law, solely on the opinion of FISCHER(FBC & Co.), Israeli counsel to the Company.

This opinion is being rendered solely in connectionwith the registration of the offering and sale of the ADSs and the Warrant ADSs, pursuant to the registration requirements of the SecuritiesAct.

Purple Biotech Ltd.

August 29, 2025

Page 3

We hereby consent to the use of this opinion asExhibit 5.2 to the Company’s Registration Statement to be filed with the Commission on or about August 29, 2025, which will be incorporatedby reference in the Registration Statement, and to the reference to us under the caption “Legal Matters” in the Prospectusforming part of the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of personswhose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.

Exhibit10.24

SECURITIESPURCHASE AGREEMENT

This Securities Purchase Agreement(this “Agreement”) is dated as of _______, 2025 by and between Purple Biotech Ltd., a company organized under the lawsof the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, includingits successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the termsand conditions set forth in this Agreement and pursuant to an effective registration statement under the Securities Act (as defined below),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 CONSIDERATIONof the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which arehereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.

DEFINITIONS

“Acquiring Person”shall have the meaning ascribed to such term in Section 4.5.

“Action”shall have the meaning ascribed to such term in Section 3.1(j).

“ADS(s)”means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing two hundred (200) OrdinaryShares.

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

“Boardof Directors” means the board of directors of the Company.

“Business Day”means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required bylaw to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law toremain closed due to “stay at home”, “shelter-in-place”, “non-essential employee”  or any othersimilar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so longas the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are openfor use by customers on such day.

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

“ClosingDate” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable partiesthereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’sobligations to deliver the ADSs representing the Shares and the Warrants, in each case, have been satisfied or waived, but in no eventlater than the first (1st) Trading Day following the date hereof (or the second (2^nd) Trading Day following the date hereofif this Agreement is signed on a day that is not a Trading Day or after 4:00 p.m. (New York City time) and before midnight (New York Citytime) on a Trading Day); provided, however, that if the first (1st) Trading Day or (2^nd) Trading Day (as applicable) followingthe date hereof is a Friday or any other day on which commercial banks in Israel are closed, then the Closing Date shall occur no laterthan the following Trading Day on which commercial banks in Israel are open.

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

“CompanyIsraeli Counsel” means FISCHER (FBC & Co.), with offices located at 146 Menachem Begin Street, Tel Aviv 6492103, Israel.

“CompanyU.S. Counsel” means Haynes and Boone, LLP, with offices located at 30 Rockefeller Plaza, 26th Floor, New York, New York 10112.

“DepositAgreement” means the Deposit Agreement dated as of November 25, 2015, among the Company, The Bank of New York Mellon as Depositaryand the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.

“Depositary”means The Bank of New York Mellon, as Depositary under the Deposit Agreement.

“DisclosureSchedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“DisclosureTime” 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) andbefore midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the datehereof, unless otherwise instructed as to an earlier time by the Placement Agent, 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,unless otherwise instructed as to an earlier time by the Placement Agent.

“EGS”means Ellenoff Grossman & Schole LLP, with offices located at 1345 Avenue of the Americas, New York, New York 10105-0302.

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

“ExemptIssuance” means the issuance of (a) ADSs, Ordinary Shares, options or restricted share units to employees, officers or directorsof the Company pursuant to any stock or option or equity-based incentive plan duly adopted for such purpose, by a majority of the non-employeemembers of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose forservices rendered to the Company, (b) warrants to the Placement Agent in connection with the transactions pursuant to this Agreement andany securities upon exercise of warrants issued to the Placement Agent, if applicable, and/or securities upon the exercise or exchangeof or conversion of any Securities issued hereunder, and/or other securities exercisable or exchangeable for or convertible into ADSsor Ordinary Shares issued and outstanding on the date of this Agreement, provided that such securities have not been amended since thedate of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion priceof such securities (other than in connection with stock splits or combinations) or to extend the term of such securities, (c) securitiesissued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, providedthat such securities are issued as “restricted securities” (as defined in Rule 144) and carry no registration rights thatrequire or permit the filing of any registration statement in connection therewith during the prohibition period in Section 4.11(a) herein,and provided that any such issuance shall only be to a Person (or to the equityholders of a Person) which is, itself or through its subsidiaries,an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Companyadditional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securitiesprimarily for the purpose of raising capital or to an entity whose primary business is investing in securities, (d) securities issuedas part of any future agreement under which the Company sells or transfers all or a portion of its royalty receivables to a third partyor a similar transaction based on future royalties of the Company provided that such securities are issued as “restricted securities”(as defined in Rule 144) and carry no registration rights that require or permit the filing of any registration statement in connectiontherewith during the prohibition period in Section 4.11(a) herein, and (e) up to $______ of ADSs and Warrants issued to otherpurchasers pursuant to the Prospectus concurrently with the Closing at the Per Share Purchase Price, less the aggregate Subscription Amountpursuant to this Agreement.

“FCPA”means the Foreign Corrupt Practices Act of 1977, as amended.

“FDA”shall have the meaning ascribed to such term in Section 3.1(gg).

“FDCA”shall have the meaning ascribed to such term in Section 3.1(gg).

“IFRS”shall have the meaning ascribed to such term in Section 3.1(h).

“Indebtedness”shall have the meaning ascribed to such term in Section 3.1(z).

“IntellectualProperty Rights” shall have the meaning ascribed to such term in Section 3.1(o).

“IsraeliSecurities Law” means the Israeli Securities Law, 1968.

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

“Lock-UpAgreement” means, collectively, the Lock-Up Agreements, dated as of the date hereof, by and among the Company and the directorsand officers of the Company, in the form of Exhibit B attached hereto.

“MaterialAdverse Effect” shall have the meaning assigned to such term in Section 3.1(b).

“MaterialPermits” shall have the meaning ascribed to such term in Section 3.1(m).

“MoneyLaundering Laws” has the meaning ascribed to such term in Section 3.1(kk).

“OrdinaryShare(s)” means the ordinary shares of the Company, no par value per share, and any other class of securities into which suchsecurities may hereafter be reclassified or changed.

“OrdinaryShare Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquireat any time Ordinary Shares or ADSs, including, without limitation, any debt, preferred share, right, option, warrant or other instrumentthat is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, OrdinaryShares or ADSs.

“OrdinaryWarrants” means, collectively, the ADS purchase warrants delivered to the Purchasers at the Closing in accordance with Section2.2(a) hereof, which Ordinary Warrants shall be exercisable immediately and have a term of exercise equal to twenty-four (24) months,in the form of Exhibit A-2 attached hereto.

“Per SharePurchase Price” equals $____, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinationsand other similar transactions of the ADSs or Ordinary Shares that occur after the date of this Agreement and prior to the Closing Date,provided that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.0001.

“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.

“PharmaceuticalProduct” shall have the meaning ascribed to such term in Section 3.1(gg).

“PlacementAgent” means H.C. Wainwright & Co., LLC.

“Pre-FundedWarrants” means, collectively, the Pre-Funded Warrants delivered to the Purchasers at the Closing in accordance with Section2.2(a) hereof, which Pre-Funded Warrants shall be exercisable immediately and shall expire when exercised in full, in the form of ExhibitA attached hereto.

“Proceeding”means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,such as a deposition), whether commenced or threatened.

“PreliminaryProspectus” means any preliminary prospectus included in the Registration Statement, as originally filed or as part of any amendmentthereto, or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Securities Act,including all information, documents and exhibits filed with or incorporated by reference into such preliminary prospectus.

“PricingProspectus” means (i) the Preliminary Prospectus relating to the Securities that was included in the Registration Statementimmediately prior to ___ a.m./p.m. (New York City time) on the date hereof and (ii) any free writing prospectus (as defined in the SecuritiesAct) identified on Schedule I hereto, taken together.

“Prospectus”means the final prospectus filed for the Registration Statement.

“PurchaserParty” shall have the meaning ascribed to such term in Section 4.8.

“RegistrationStatement” means the effective registration statement on Form F-1 filed with the Commission (File No. 333-_____), includingall information, documents and exhibits filed with or incorporated by reference into such registration statement, which registers theoffer and sale of ADSs representing the Shares and Warrants to the Purchasers, and includes any Rule 462(b) Registration Statement.

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

“Rule 144”means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 424”means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time,or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Rule 462(b)Registration Statement” means any registration statement prepared by the Company registering additional Securities, which wasfiled with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by theCommission pursuant to the Securities Act.

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

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

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

“Shares”means the Ordinary Shares, as represented by ADSs issued pursuant to the Deposit Agreement, each ADS representing two hundred (200) OrdinaryShares, issued or issuable to each Purchaser pursuant to this Agreement, but excluding the Warrant Shares.

“ShortSales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not bedeemed to include locating and/or borrowing of ADSs or Ordinary Shares). 

“SubscriptionAmount” means, as to each Purchaser, the aggregate amount to be paid for Shares, the Pre-Funded Warrants (if applicable), andthe Ordinary Warrants purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and nextto the heading “Subscription Amount,” in United States dollars and in immediately available funds (minus, if applicable, aPurchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrantsare exercised for cash).

“Subsidiary”means any subsidiary of the Company as set forth on Schedule 3.1(a), and shall, where applicable, also include any direct or indirectsubsidiary of the Company formed or acquired after the date hereof.

“TASE”means the Tel Aviv Stock Exchange.

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

“TradingMarket” means any of the following markets or exchanges on which the ADSs or Ordinary Shares are listed or quoted for tradingon the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or theNew York Stock Exchange (or any successors to any of the foregoing).

“TransactionDocuments” means this Agreement, the Warrants, the Lock-Up Agreements, all exhibits and schedules thereto and hereto and anyother documents or agreements executed in connection with the transactions contemplated hereunder.

“VariableRate Transaction” shall have the meaning ascribed to such term in Section 4.11(b).

“Warrants”means, collectively, the Ordinary Warrants and the Pre-Funded Warrants.

“WarrantADSs” means ADSs representing Warrant Shares.

“WarrantShares” means the Ordinary Shares 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, the Company agrees to sell, and the Purchasers, severallyand not jointly, agree to purchase, up to an aggregate of $______ of ADSs and Ordinary Warrants; provided, however, that, to the extentthat a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Personacting as a group together with such Purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the BeneficialOwnership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing ADSs, such Purchaser may elect, by so indicatingsuch election prior to their issuance, to purchase Pre-Funded Warrants in lieu of ADSs in such manner to result in the same aggregatepurchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or,at the election of the Purchaser at Closing, 9.99%) of the number of ADSs outstanding immediately after giving effect to the issuanceof the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed bysuch Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Companyor its designee. The Company shall deliver to each Purchaser its respective ADSs and an Ordinary Warrant (and, if applicable, a Pre-FundedWarrant) as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shalloccur remotely by electronic transfer of the Closing documentation, or such other location as the parties shall mutually agree. Each Purchaseracknowledges that, concurrently with the Closing and pursuant to the Prospectus, the Company may sell up to $[ ] of additional ADSs andWarrants to purchasers not party to this Agreement, less the aggregate Subscription Amount pursuant to this Agreement, and will issueto each such purchaser such additional ADSs and Ordinary Warrants and/or Pre-Funded Warrants and Ordinary Warrants in the same form andat the same Per Share Purchase Price. Unless otherwise directed by the Placement Agent, settlement of the ADSs shall occur via DVP (i.e.,on the Closing Date, the Company shall issue the ADSs registered in the Purchasers’ names and addresses and released by the Depositarydirectly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such ADSs, the Placement Agent shall promptlyelectronically deliver such ADSs to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearingfirm) by wire transfer to the Company). Notwithstanding anything herein to the contrary, if at any time on or after the time of executionof this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-SettlementPeriod”), such Purchaser sells to any Person all, or any portion, of the ADSs to be issued hereunder to such Purchaser at theClosing (collectively, the “Pre-Settlement ADSs”), such Purchaser shall, automatically hereunder (without any additionalrequired actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, such Pre-Settlement ADSs at theClosing, and the Company shall be deemed unconditionally bound to sell such Pre-Settlement Shares to such Person at the Closing; provided,that the Company shall not be required to deliver any Pre-Settlement ADSs to such Purchaser prior to the Company’s receipt of thepurchase price of such Pre-Settlement ADSs hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoingshall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchasershall sell any ADSs to any Person and that any such decision to sell any ADSs by such Purchaser shall solely be made at the time suchPurchaser elects to effect any such sale, if any. Notwithstanding anything to the contrary herein and a Purchaser’s SubscriptionAmount set forth on the signature pages attached hereto, the number of Shares purchased by a Purchaser (and its Affiliates) hereundershall not, when aggregated with all other Ordinary Shares owned by such Purchaser (and its Affiliates) at such time, result in such Purchaserbeneficially owning (as determined in accordance with Section 13(d) of the Exchange Act) in excess of 9.9% of the Ordinary Shares outstandingat the Closing (the “Beneficial Ownership Maximum”), and such Purchaser’s Subscription Amount, to the extentit would otherwise exceed the Beneficial Ownership Maximum immediately prior to the Closing, shall be conditioned upon the issuance ofShares at the Closing to the other Purchasers signatory hereto. To the extent that a Purchaser’s beneficial ownership of the Shareswould otherwise be deemed to exceed the Beneficial Ownership Maximum, such Purchaser’s Subscription Amount shall automatically bereduced as necessary in order to comply with this paragraph. Notwithstanding the foregoing, with respect to any Notice(s) of Exercise(as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, whichmay be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subjectto such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date(as defined in the Warrants) for purposes hereunder provided that payment of the aggregate Exercise Price (as defined in the Warrants)(other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

2.2 Deliveries.

(a) Onor prior to the Closing Date (except as indicated below), the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) thisAgreement duly executed by the Company;

(ii) alegal opinion of Company U.S. Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptableto the Placement Agent and Purchasers;

(iii) alegal opinion of Company Israeli Counsel, directed to the Placement Agent and the Purchasers, in form and substance reasonably acceptableto the Placement Agent and Purchasers;

(iv) subjectto Section 2.1, the Company shall have provided each Purchaser in writing with the Company’s wire instructions, on Company letterheadand executed by the Chief Executive Officer or Chief Financial Officer;

(v) subjectto Section 2.1, a copy of the irrevocable instructions to the Depositary instructing the Depositary to deliver on an expedited basis viaThe Depository Trust Company Deposit or Withdrawal at Custodian system (“DWAC”) Shares equal to such Purchaser’sSubscription Amount divided by the Per Share Purchase Price (minus the number of ADSs issuable upon exercise of such Purchaser’sPre-Funded Warrants, if applicable), registered in the name of such Purchaser;

(vi) foreach Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchaseup to a number of ADSs equal to the portion of such Purchaser’s Subscription Amount applicable to Pre-Funded Warrants divided bythe Per Share Purchase Price, with an exercise price equal to $0.0001, subject to adjustment therein;

(vii) anOrdinary Warrant registered in the name of such Purchaser to purchase up to a number of ADSs equal to 200% of the sum of such Purchaser’sShares and Pre-Funded Warrants on the date hereof, with an exercise price equal to $____ per ADS, subject to adjustment therein;

(viii) onthe date hereof, the duly executed Lock-Up Agreements; and

(ix) withrespect to Purchasers in the United States of America, the Preliminary Prospectus and the Prospectus (which may be delivered in accordancewith Rule 172 under the Securities Act).

(i) thisAgreement duly executed by such Purchaser;

(ii) withrespect to each Purchaser that is in the State of Israel, written confirmation of such Purchaser that as of the date of any offer of Securities,and as of the Closing Date, such Purchaser is an investor of the type enumerated in the First Addendum to the Israeli Securities Law (a“Qualified Israeli Investor”), is fully aware of the implications of being a Qualified Israeli Investor investing inthe Securities and consents to such implications, in form and substance reasonably satisfactory in all respects to the Company; and

(iii) suchPurchaser’s Subscription Amount (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants,which amounts shall be paid as and when such Pre-Funded Warrants are exercised for cash), which shall be made available for DVP settlementwith the Company or its designee.

2.3 ClosingConditions.

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

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

(ii) allobligations, covenants and agreements of each Purchaser required to be performed hereunder at or prior to the Closing Date shall havebeen performed in all material respects; and

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

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

(i) theaccuracy 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 suchrepresentations and warranties are as of a specific date therein, in which case they shall be accurate in all material respects (or, tothe extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) allobligations, covenants and agreements of the Company required to be performed hereunder at or prior to the Closing Date shall have beenperformed;

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

(iv) thereshall have been no Material Adverse Effect with respect to the Company since the date hereof; and

(v) fromthe date hereof to the Closing Date, trading in the ADSs or the Ordinary Shares shall not have been suspended by the Commission or theCompany’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by BloombergL.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reportedby such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York Stateauthorities nor shall there have occurred after the date of this Agreement any material outbreak or escalation of hostilities or othernational or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which,in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Shares and Warrantsat the Closing.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representationsand Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a parthereof and shall qualify any representation made herein to the extent of the disclosure contained in the corresponding section of theDisclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries.All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). Except as set forth on Schedule3.1(a), the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clearof any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid,non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries,all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.

(b) Organizationand Qualification. The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing,and, if applicable under the laws of the jurisdiction in which they are formed, in good standing under the laws of the jurisdiction ofits incorporation or organization with the requisite power and authority to own and use its properties and assets and to carry on itsbusiness as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respectivecertificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiariesis duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which thenature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualifiedor in good standing, as the case may be, could not have or reasonably be expected to result in: (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 effecton the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (anyof (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdictionrevoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization;Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplatedby this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Theexecution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of thetransactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no furtheraction is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith otherthan in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (orupon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitutethe valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited bygeneral equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affectingenforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctiverelief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) NoConflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which itis a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby donot and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles ofincorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that withnotice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assetsof the Company or any Subsidiary, or give to others any rights of termination, amendment, anti-dilution or similar adjustments (exceptas set forth on Schedule 3.1(d)), acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement,credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Companyor any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subjectto the Required Approvals, conflict with or result in a violation of any law, rule, regulation (including that the Company is not requiredto publish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the Shares (assumingthat the Placement Agent has not offered the Shares in Israel other than to Qualified Israeli Investors (as defined below) and that eachPurchaser that is in the State of Israel is a Qualified Israeli Investor)), order, judgment, injunction, decree or other restriction ofany court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations),or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and(iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

(e) Filings,Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to,or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connectionwith the execution, delivery and performance by the Company of the Transaction Documents (including that the Company is not required topublish a prospectus in the State of Israel under the laws of the State of Israel with respect to the offer or sale of the Shares (assumingthat the Placement Agent has not offered the Shares in Israel other than to Qualified Israeli Investors (as defined below) and that eachPurchaser that is in the State of Israel is a Qualified Israeli Investor)), other than: (i) the filings required pursuant to Section 4.4of this Agreement, (ii) the filing with the Commission of the Prospectus, (iii) application(s) to each applicable Trading Market for thelisting of the ADSs representing the Shares and Warrant ADSs for trading thereon in the time and manner required thereby, (iv) the approvalof the TASE for the listing of the Ordinary Shares represented by the ADSs and the Warrant ADSs for trade on the TASE, (vi) filings tothe extent required by the Israeli Registrar of Companies, and (vii) such filings as are required to be made under applicable U.S., Israeliand other state securities laws and the rules and regulations of the Financial Industry Regulatory Authority (collectively, the “RequiredApprovals”).

(f) Issuanceof the Securities; Registration. The Shares and Warrant Shares are duly authorized and, when issued and paid for in accordance withthe applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposedby the Company. The Warrants are duly authorized and, when issued in accordance with this Agreement, will be duly and validly issued,fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized sharecapital the maximum number of Ordinary Shares issuable pursuant to this Agreement. The Company has prepared and filed the RegistrationStatement in conformity with the requirements of the Securities Act, which became effective on _______, 2025, including the Prospectus,and such amendments and supplements thereto as may have been required to the date of this Agreement. The Company and the Depositary haveprepared and filed with the Commission a registration statement relating to ADSs on Form F-6 (File No. 333-207858) for registration underthe Securities Act (the “ADS Registration Statement”) which is effective as of the date hereof. The Registration Statementand the ADS Registration Statement are effective under the Securities Act and no stop order preventing or suspending the effectivenessof the Registration Statement or suspending or preventing the use of any Preliminary Prospectus or the Prospectus has been issued by theCommission and no proceedings for that purpose have been instituted or, to the knowledge of the Company, are threatened by the Commission.The Company, if required by the rules and regulations of the Commission, shall file the Prospectus Supplement with the Commission pursuantto Rule 424(b). At the time the Registration Statement, ADS Registration Statement and any amendments thereto became effective, at thedate of this Agreement and at the Closing Date, the Registration Statement and any amendments thereto conformed and will conform in allmaterial respects to the requirements of the Securities Act and did not and will not contain any untrue statement of a material fact oromit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the PricingProspectus and the Prospectus and any amendments or supplements thereto, at the time the Pricing Prospectus and the Prospectus or anyamendment or supplement thereto was issued and at the Closing Date, conformed and will conform in all material respects to the requirementsof the Securities Act and did not and will not contain an untrue statement of a material fact or omit to state a material fact necessaryin order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company wasat the time of the filing of the Registration Statement eligible to use Form F-1 and is eligible to use Form F-1 on the date hereof andon the Closing Date.

(g) Capitalization.The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shallalso include the number of Ordinary Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Exceptas set forth on Schedule 3.1(g), the Company has not issued any share capital since its most recently filed periodic report underthe Exchange Act, other than pursuant to the exercise of employee stock options or vesting of restricted share units under the Company’sstock option and equity-based incentive plans, the issuance of options and restricted share units under the Company’s stock optionand equity-based incentive plan, the issuance of Ordinary Shares to employees pursuant to the Company’s employee stock purchaseplans and pursuant to the conversion and/or exercise of Ordinary Share Equivalents outstanding as of the date of the most recently filedperiodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similarright to participate in the transactions contemplated by the Transaction Documents. Except as set forth on Schedule 3.1(g) andas a result of the purchase and sale of the Securities, there are no outstanding options, warrants, scrip rights to subscribe to, callsor commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeablefor, or giving any Person any right to subscribe for or acquire, any ADSs, Ordinary Shares, or contracts, commitments, understandingsor arrangements by which the Company or any Subsidiary is or may become bound to issue additional ADSs, Ordinary Shares or Ordinary ShareEquivalents. The issuance and sale of the Shares will not obligate the Company or any Subsidiary to issue ADSs or Ordinary Shares or othersecurities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiarywith any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securitiesby the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain anyredemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or anySubsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciationrights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding share capital of theCompany are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all applicable federaland state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribefor or purchase securities. Other than the Required Approvals, no further approval or authorization of any shareholder, the Board of Directorsor others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similaragreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, betweenor among any of the Company’s shareholders.

(h) SECReports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to befiled by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twoyears preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoingmaterials, including the exhibits thereto and documents incorporated by reference therein, together with the Prospectus and the PricingProspectus and the Prospectus, being collectively referred to herein as the “SEC Reports”) on a timely basis or hasreceived a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. Asof their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the ExchangeAct, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a materialfact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under whichthey were made, not misleading. The Company has never been an issuer subject to Rule 144(i) under the Securities Act. The financial statementsof the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulationsof the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordancewith International Financial Reporting Standards applied on a consistent basis during the periods involved (“IFRS”),except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statementsmay not contain all footnotes required by IFRS, and fairly present in all material respects the financial position of the Company andits consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended,subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) MaterialChanges; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included withinthe SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had orthat could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any material liabilities (contingentor otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practiceand (B) liabilities not required to be reflected in the Company’s financial statements pursuant to IFRS or disclosed in the SECReports, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distributionof cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capitalstock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Companystock option or other equity-based compensation plans. The Company does not have pending before the Commission any request for confidentialtreatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i),no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or existwith respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financialcondition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is madeor deemed made that has not been publicly disclosed at least one (1) Trading Day prior to the date that this representation is made.

(j) Litigation.Except as set forth on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pendingor, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective propertiesbefore or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign)(collectively, an “Action”). None of the Actions set forth on Schedule 3.1(j), (i) adversely affects or challengesthe legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorabledecision, have or reasonably be expected to result in a Material Adverse Effect. Except as set forth on Schedule 3.1(j), neitherthe Company nor any Subsidiary, nor, to the knowledge of the Company, any director or officer thereof in such capacity, is or has beenthe subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach offiduciary duty which would, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect.There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involvingthe Company or any current or former director or officer of the Company in such capacity. The Commission has not issued any stop orderor other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Actor the Securities Act.

(k) LaborRelations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company,which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employeesis a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Companynor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that their relationshipswith their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, is, or is now expectedto be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreementor non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continuedemployment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to anyof the foregoing matters. The Company and its Subsidiaries are in compliance with all applicable U.S. federal, state, local and foreignlaws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except wherethe failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(l) Compliance.Neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waivedthat, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company orany Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreementor any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such defaultor violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authorityor (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitationall foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product qualityand safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material AdverseEffect.

(m) EnvironmentalLaws. The Company and its Subsidiaries (i) are in compliance with all federal, state, local and foreign laws relating to pollutionor protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata),including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic orhazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating tothe manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well asall authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits,plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have receivedall permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and(iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii),the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(n) RegulatoryPermits. The Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal,state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, exceptwhere the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“MaterialPermits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modificationof any Material Permit.

(o) Titleto Assets. The Company and the Subsidiaries have good and marketable title to all real property owned by them and good and marketabletitle in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free andclear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with theuse made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, stateor other taxes, for which appropriate reserves have been made therefor in accordance with IFRS and, the payment of which is neither delinquentnor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them undervalid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance in all material respects.

(p) IntellectualProperty. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications,service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rightsnecessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure toso have, or have the right to use, could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual PropertyRights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from thedate of this Agreement, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any Subsidiaryhas received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim orotherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could nothave or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual PropertyRights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Companyand its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectualproperties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material AdverseEffect.

(q) Insurance.The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in suchamounts as are prudent and customary for companies of a similar size as the Company in the businesses in which the Company and the Subsidiariesare engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has anyreason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similarcoverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(r) TransactionsWith Affiliates and Employees. Except as set forth on Schedule 3.1(r), none of the officers or directors of the Company orany Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to anytransaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract,agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property toor from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, directoror such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantialinterest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) paymentof salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) otheremployee benefits, including stock option, restricted share unit and other equity-based compensation agreements under any stock optionand equity-based incentive plans of the Company.

(s) Sarbanes-Oxley;Internal Accounting Controls. The Company and the Subsidiaries are in compliance in all material respects with any and all applicablerequirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rulesand regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Companyand the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactionsare executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary topermit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permittedonly in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is comparedwith the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and theSubsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Companyand the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Companyin the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specifiedin the Commission’s rules and forms. The Company’s certifying officers have evaluated the effectiveness of the disclosurecontrols and procedures of the Company and the Subsidiaries as of the end of the period covered by the most recently filed Form 20-F underthe Exchange Act (such date, the “Evaluation Date”). The Company presented in its most recently filed Form 20-F underthe Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based ontheir evaluations as of the Evaluation Date. Since the Evaluation Date, there have been no changes in the internal control over financialreporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that have materially affected, or is reasonablylikely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries.

(t) CertainFees. Except as set forth in Schedule 3.1(t) and in the Pricing Prospectus and the Prospectus, no brokerage or finder’sfees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placementagent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. Other thanPersons engaged by the Purchasers (if any), the Purchasers shall have no obligation with respect to any fees or with respect to any claimsmade by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactionscontemplated by the Transaction Documents.

(u) InvestmentCompany. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not beor be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(v) RegistrationRights. Except as set forth on Schedule 3.1(v), no Person has any right to cause the Company or any Subsidiary to effect theregistration under the Securities Act of any securities of the Company or any Subsidiary, which rights have not been satisfied or waived.

(w) Listingand Maintenance Requirements. The ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company hastaken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the ADSs underthe Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Exceptas set forth on Schedule 3.1(w), the Company has not, in the 12 months preceding the date hereof, received notice from any TradingMarket on which the ADSs or Ordinary Shares are or have been listed or quoted to the effect that the Company is not in compliance withthe listing or maintenance requirements of such Trading Market. Except as set forth on Schedule 3.1(w), the Company is, and hasno reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.The ADSs are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporationand the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) inconnection with such electronic transfer.

(x) Applicationof Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable,subject to and to the extent permitted under applicable law, any control share acquisition, business combination, poison pill (includingany distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation(or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Purchasers as a resultof the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including withoutlimitation as a result of the Company’s issuance of the Shares and the Purchasers’ ownership of the Securities.

(y) Disclosure.Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirmsthat neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any informationthat it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Pricing Prospectusand the Prospectus. The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactionsin securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company andits Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement,is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any materialfact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not containany untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make thestatements therein, in the light of the circumstances under which they were made and when made, not misleading. The Company acknowledgesand agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated herebyother than those specifically set forth in Section 3.2 hereof.

(z) NoIntegrated Offering. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neitherthe Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or salesof any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to beintegrated with prior offerings by the Company for purposes of any applicable shareholder approval provisions of any Trading Market onwhich any of the securities of the Company are listed or designated.

(aa) Solvency.Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Companyof the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company’s assets exceeds the amountthat will be required to be paid on or in respect of the Company’s existing debts and other liabilities (including known contingentliabilities) as they mature, (ii) the Company’s assets do not constitute unreasonably small capital to carry on its business asnow conducted and as proposed to be conducted including its capital needs taking into account the particular capital requirements of thebusiness conducted by the Company, consolidated and projected capital requirements and capital availability thereof, and (iii) the currentcash flow of the Company, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking intoaccount all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amountsare required to be paid. The Company does not intend to incur debts beyond its ability to pay such debts as they mature (taking into accountthe timing and amounts of cash to be payable on or in respect of its debt). The Company has no knowledge of any facts or circumstanceswhich lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdictionwithin one year from the Closing Date. Schedule 3.1(aa) sets forth as of the date hereof all outstanding secured and unsecuredIndebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement,“Indebtedness” means (x) any liabilities for borrowed money or amounts owed by the Company in excess of $50,000 (other thantrade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligationsin respect of indebtedness of others to third parties, whether or not the same are or should be reflected in the Company’s consolidatedbalance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similartransactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leasesrequired to be capitalized in accordance with IFRS. Neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(bb) Tax Status.Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect,the Company and its Subsidiaries each (i) has filed all United States federal, state and local income and all foreign income and franchisetax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmentalassessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except forsuch taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company in accordancewith IFRS and (iii) has set aside on its books adequate reserves for unpaid taxes in accordance with IFRS. There are no unpaid taxes inany material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiaryknow of no basis for any such claim.

(cc) ForeignCorrupt Practices. Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or otherperson acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts,entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreignor domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii)failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which theCompany is aware) which is in violation of law, or (iv) violated in any material respect any provision of the FCPA.

(dd) Accountants.The Company’s independent registered public accounting firm is as set forth in the Pricing Prospectus and the Prospectus. To theknowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and(ii) shall express its opinion with respect to the financial statements to be included in the Company’s Annual Report for the fiscalyear ending December 31, 2025. 

(ee)  AcknowledgmentRegarding Purchasers’ Purchase of Securities. The Company acknowledges and agrees that each of the Purchasers is acting solelyin the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby.The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity)with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of theirrespective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merelyincidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’sdecision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactionscontemplated hereby by the Company and its representatives.

(ff) AcknowledgmentRegarding Purchaser’s Trading Activity. Anything in this Agreement or elsewhere herein to the contrary notwithstanding (exceptfor Sections 3.2(f) and 4.13 hereof), it is understood and acknowledged by the Company that: (i) none of the Purchasers has been askedby the Company to agree, nor has any Purchaser agreed with the Company, to desist from purchasing or selling, long and/or short, securitiesof the Company, or “derivative” securities based on securities issued by the Company or to hold the Securities for any specifiedterm; (ii) past or future open market or other transactions by any Purchaser, specifically including, without limitation, Short Salesor “derivative” transactions, before or after the closing of this or future private placement transactions, may negativelyimpact the market price of the Company’s publicly-traded securities; (iii) any Purchaser, and counter-parties in “derivative”transactions to which any such Purchaser is a party, directly or indirectly, presently may have a “short” position in theOrdinary Shares and/or ADSs, and (iv) each Purchaser shall not be deemed to have any affiliation with or control over any arm’slength counter-party in any “derivative” transaction. The Company further understands and acknowledges that (y) one or morePurchasers may engage in hedging activities at various times during the period that the Securities are outstanding, including, withoutlimitation, during the periods that the value of the Warrant Shares deliverable with respect to Securities are being determined, and (z)such hedging activities (if any) could reduce the value of the existing shareholders’ equity interests in the Company at and afterthe time that the hedging activities are being conducted.  The Company acknowledges that such aforementioned hedging activities donot constitute a breach of any of the Transaction Documents.

(gg) RegulationM Compliance.  The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly,any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitatethe sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, anyof the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securitiesof the Company, other than, in the case of clauses (ii) and (iii), compensation paid to the Placement Agent in connection with the placementof the Securities.

(hh) FDA.As to each product subject to the jurisdiction of the U.S. Food and Drug Administration (“FDA”) under the Federal Food,Drug and Cosmetic Act, as amended, and the regulations thereunder (“FDCA”) that is manufactured, packaged, labeled,tested, distributed, sold, and/or marketed by the Company or any of its Subsidiaries (each such product, a “Pharmaceutical Product”),such Pharmaceutical Product is being manufactured, packaged, labeled, tested, distributed, sold and/or marketed by the Company in compliancewith all applicable requirements under FDCA and similar laws, rules and regulations relating to registration, investigational use, premarketclearance, licensure, or application approval, good manufacturing practices, good laboratory practices, good clinical practices, productlisting, quotas, labeling, advertising, record keeping and filing of reports, except where the failure to be in compliance would not havea Material Adverse Effect. There is no pending, completed or, to the Company’s knowledge, threatened, action (including any lawsuit,arbitration, or legal or administrative or regulatory proceeding, charge, complaint, or investigation) against the Company or any of itsSubsidiaries, and none of the Company or any of its Subsidiaries has received any notice, warning letter or other communication from theFDA or any other governmental entity, which (i) contests the premarket clearance, licensure, registration, or approval of, the uses of,the distribution of, the manufacturing or packaging of, the testing of, the sale of, or the labeling and promotion of any PharmaceuticalProduct, (ii) withdraws its approval of, requests the recall, suspension, or seizure of, or withdraws or orders the withdrawal of advertisingor sales promotional materials relating to, any Pharmaceutical Product, (iii) imposes a clinical hold on any clinical investigation bythe Company or any of its Subsidiaries, (iv) enjoins production at any facility of the Company or any of its Subsidiaries, (v) entersor proposes to enter into a consent decree of permanent injunction with the Company or any of its Subsidiaries, or (vi) otherwise allegesany violation of any laws, rules or regulations by the Company or any of its Subsidiaries, and which, either individually or in the aggregate,would have a Material Adverse Effect. The properties, business and operations of the Company have been and are being conducted in allmaterial respects in accordance with all applicable laws, rules and regulations of the FDA.  The Company has not been informed bythe FDA that the FDA will prohibit the marketing, sale, license or use in the United States of any product proposed to be developed, producedor marketed by the Company. The FDA has not expressed any concern as to approving or clearing for marketing any product being developedor proposed to be developed by the Company.

(ii) StockOption Plans. Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance withthe terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the OrdinaryShares on the date such stock option would be considered granted under IFRS and applicable law. No stock option granted under the Company’sstock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no Company policy or practiceto knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other publicannouncement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(jj) Cybersecurity. (i)(x) To the knowledge of the Company, there has been no security breach or other compromise of or relating to any of the Company’sor any Subsidiary’s information technology and computer systems, networks, hardware, software, data (including the data of its respectivecustomers, employees, suppliers, vendors and any third party data maintained by or on behalf of it), equipment or technology (collectively,“IT Systems and Data”), except as would not, individually or in the aggregate, have a Material Adverse Effect and (y)to the knowledge of the Company, the Company and the Subsidiaries have not been notified of, and have no knowledge of any event or conditionthat would reasonably be expected to result in, any security breach or other compromise to its IT Systems and Data; (ii) the Company andthe Subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations ofany court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacyand security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriationor modification, except as would not, individually or in the aggregate, have a Material Adverse Effect; (iii) the Company and theSubsidiaries have implemented and maintained commercially reasonable safeguards to maintain and protect its material confidential informationand the integrity, continuous operation, redundancy and security of all IT Systems and Data; and (iv) the Company and the Subsidiarieshave implemented backup and disaster recovery technology consistent with industry standards and practices.

(kk) Compliancewith Data Privacy Laws. (i) The Company and the Subsidiaries are, and at all times during the last three (3) years were, in compliancewith all applicable state, federal and foreign data privacy and security laws and regulations, including, without limitation, the EuropeanUnion General Data Protection Regulation (“GDPR”) (EU 2016/679) and Israeli Privacy Protection Regulations, Information,Security, 2017 (collectively, “Privacy Laws”); (ii) the Company and the Subsidiaries have in place, comply with, andtake appropriate steps reasonably designed to ensure compliance with their policies and procedures relating to data privacy and securityand the collection, storage, use, disclosure, handling and analysis of Personal Data (as defined below) (the “Policies”);(iii) the Company provides accurate notice of its applicable Policies to its customers, employees, third party vendors and representativesas required by the Privacy Laws; and (iv) applicable Policies provide accurate and sufficient notice of the Company’s then-currentprivacy practices relating to its subject matter, and do not contain any material omissions of the Company’s then-current privacypractices, as required by Privacy Laws. “Personal Data” means (i) a natural person’s name, street address, telephonenumber, email address, photograph, social security number, bank information, or customer or account number; (ii) any information whichwould qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personaldata” as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or hisor her family, or permits the collection or analysis of any identifiable data related to an identified person’s health or sexualorientation. (i) None of such disclosures made or contained in any of the Policies have been inaccurate, misleading, or deceptive in violationof any Privacy Laws and (ii) the execution, delivery and performance of the Transaction Documents will not result in a breach of any PrivacyLaws or Policies. Neither the Company nor the Subsidiaries, (i) has, to the knowledge of the Company, received written notice of any actualor potential liability of the Company or the Subsidiaries under, or actual or potential violation by the Company or the Subsidiaries of,any of the Privacy Laws; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation or other correctiveaction pursuant to any regulatory request or demand pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreementby or with any court or arbitrator or governmental or regulatory authority that imposed any obligation or liability under any PrivacyLaw.

(ll) Officeof Foreign Assets Control. Neither the Company nor any Subsidiary nor, to the Company’s knowledge, any director, officer, agent,employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of ForeignAssets Control of the U.S. Treasury Department (“OFAC”).

(mm) U.S. RealProperty Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning ofSection 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

(nn) Bank HoldingCompany Act. Neither the Company nor any of its Subsidiaries or Affiliates is subject to the Bank Holding Company Act of 1956, asamended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “FederalReserve”). Neither the Company nor any of its Subsidiaries or Affiliates owns or controls, directly or indirectly, five percent(5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of abank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiariesor Affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA andto regulation by the Federal Reserve.

(oo) MoneyLaundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicablefinancial record-keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, applicablemoney laundering statutes and applicable rules and regulations thereunder (collectively, the “Money Laundering Laws”),and no Action or Proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company orany Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company or any Subsidiary, threatened.

3.2 Representationsand Warranties of the Purchasers. Each Purchaser, for itself and for no other Purchaser, hereby represents and warrants as of thedate 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 accurateas of such date):

(a) Organization;Authority. Such Purchaser is either a natural person or an entity duly incorporated or formed, validly existing and in good standingunder the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability companyor similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwiseto carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by suchPurchaser 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 aparty has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitutethe valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limitedby general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicationaffecting 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 applicablelaw.

(b) Understandingsor Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangementor understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warrantynot limiting such Purchaser’s right to sell the Securities pursuant to the Registration Statement or otherwise in compliance withapplicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business.Such Purchaser understands that no action has or will be taken in Israel that would permit the offering of the Securities or the distributionof any prospectus or other offering document to the public in Israel, and that the Securities were and are issued in Israel pursuantto an exemption from the prospectus requirements under the Israeli Securities Law and are therefore subject to the resale restrictionsunder the Israeli Securities Law.

(d) PurchaserStatus. At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, and on each date on whichit exercises any Warrants, it will be either:

(i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under theSecurities Act or “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act; or

(ii) ifthe Purchaser is located in the State of Israel, such Purchaser is a Qualified Israeli Investor, purchasing for its own account or, wherepermitted under the First Addendum to the Israeli Securities Law, for the accounts of its clients who are Qualified Israeli Investors,and undertakes to provide the Company with appropriate documentation to such effect, as required under applicable Israeli law.

(e) Experienceof Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experiencein 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 theSecurities and, at the present time, is able to afford a complete loss of such investment.

(f) Accessto Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibitsand schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessaryof, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securitiesand the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, resultsof operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunityto obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessaryto make an informed investment decision with respect to the investment. Such Purchaser acknowledges and agrees that neither the PlacementAgent nor any Affiliate of the Placement Agent has provided such Purchaser with any information or advice with respect to the Securitiesnor is such information or advice necessary or desired. Neither the Placement Agent nor any Affiliate has made or makes any representationas to the Company or the quality of the Securities and the Placement Agent and any Affiliate may have acquired non-public informationwith respect to the Company which such Purchaser agrees need not be provided to it. In connection with the issuance of the Securitiesto such Purchaser, neither the Placement Agent nor any of its Affiliates has acted as a financial advisor or fiduciary to such Purchaser.

(g) CertainTransactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor hasany Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases orsales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser firstreceived a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material pricingterms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing,in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions ofsuch Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managersmanaging other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portionof assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Otherthan to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers,directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality ofall disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstandingthe foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions,with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

The Company acknowledges andagrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely onthe Company’s representations and warranties contained in this Agreement or any representations and warranties contained in anyother Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummationof the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitutea representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales orsimilar transactions in the future.

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 ADSs.The ADSs shall be issued free of legends. If all or any portion of a Warrant is exercised at a time when there is an effective registrationstatement to cover the issuance or resale of the Warrant Shares or if the Warrant is exercised via cashless exercise, the Warrant Sharesissued pursuant to any such exercise shall be issued free of all legends. If at any time following the date hereof the Registration Statement(or any subsequent registration statement registering the sale or resale of the Warrant Shares) is not effective or is not otherwise availablefor the sale or resale of the Warrant Shares, the Company shall promptly notify the holders of the Warrants in writing that such registrationstatement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again andavailable for the sale or resale of the Warrant Shares (it being understood and agreed that the foregoing shall not limit the abilityof the Company to issue, or any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securitieslaws). The Company shall use reasonable best efforts to keep a registration statement (including the Registration Statement) registeringthe issuance or resale of the Warrant Shares effective during the term of the Warrants.

4.2 Furnishingof Information. Until the earlier of the time that (i) no Purchaser owns Securities or (ii) the Ordinary Warrants have expired, theCompany covenants to use reasonable best efforts to maintain the registration of the ADSs under Section 12(b) or 12(g) of the ExchangeAct and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to befiled by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirementsof the Exchange Act.

4.3 Integration.The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section2 of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations ofany Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approvalis obtained before the closing of such subsequent transaction.

4.4 SecuritiesLaws Disclosure; Publicity. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material pricing termsof the transactions contemplated hereby, and (b) file a Report on Form 6-K, including copies of the Transaction Documents (or forms thereof)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 ofthe Purchasers by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents,including, without limitation, the Placement Agent, in connection with the transactions contemplated by the Transaction Documents. Inaddition, effective upon the issuance of such press release, the Company acknowledges and agrees that any and all confidentiality or similarobligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers,directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, on the one hand, and any of the Purchasersor any of their Affiliates on the other hand, shall terminate and be of no further force or effect. The Company understands and confirmsthat each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company andeach 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 theprior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, withrespect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure isrequired by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statementor communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the nameof any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of suchPurchaser, except (a) as required by federal securities law in connection with the filing of final Transaction Documents with the Commissionand (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Purchaserswith prior notice of such disclosure permitted under this clause (b) and reasonably cooperate with such Purchaser regarding such disclosure.

4.5 ShareholderRights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaseris an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distributionunder a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchasercould be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documentsor under any other agreement between the Company and the Purchasers.

4.6 Non-PublicInformation. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on itsbehalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes,material non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such informationand agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchasershall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company, anyof its Subsidiaries, or any of their respective officers, directors, agents, employees or Affiliates delivers any material, non-publicinformation to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall nothave any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliatesor agents, including, without limitation, the Placement Agent, or a duty to the Company, any of its Subsidiaries or any of their respectiveofficers, directors, employees, Affiliates or agents, including, without limitation, the Placement Agent, not to trade on the basis of,such material, non-public information, provided that the Purchaser shall remain subject to applicable law. To the extent that any noticeprovided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or anySubsidiaries, the Company shall simultaneously file the material terms of such notice with the Commission pursuant to a Report on Form6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions insecurities of the Company.

4.7 Useof Proceeds. Except as set forth in the Pricing Prospectus and the Prospectus, the Company shall use the net proceeds from the saleof the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of theCompany’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices),(b) for the redemption of any ADSs, Ordinary Shares or Ordinary Share Equivalents, (c) for the settlement of any outstanding litigationor (d) in violation of FCPA or OFAC regulations.

4.8 Indemnificationof Purchasers. Subject to the provisions of this Section 4.8, the Company will indemnify and hold each Purchaser and its directors,officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Personholding such titles notwithstanding a lack of such title or any other title), each Person who controls such Purchaser (within the meaningof Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partnersor employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of suchtitle or any other title) of such controlling persons (each, a “Purchaser Party”) harmless from any and all losses,liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, courtcosts and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result ofor relating to (a) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreementor in the other Transaction Documents or (b) any action instituted against the Purchaser Parties in any capacity, or any of them or theirrespective Affiliates, by any shareholder of the Company who is not an Affiliate of such Purchaser Party, with respect to any of the transactionscontemplated by the Transaction Documents (unless such action is solely based upon a breach of such Purchaser Party’s representations,warranties or covenants under the Transaction Documents or any agreements or understandings such Purchaser Party may have with any suchshareholder or any violations by such Purchaser Party of state or federal securities laws or any conduct by such Purchaser Party whichis finally judicially determined to constitute fraud, gross negligence or willful misconduct). If any action shall be brought againstany Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notifythe Company in writing, and, the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonablyacceptable to the Purchaser Party. Any Purchaser Party shall have the right to employ separate counsel in any such action and participatein the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extentthat (i) the employment thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonableperiod of time to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel a materialconflict on any material issue between the position of the Company and the position of such Purchaser Party, in which case the Companyshall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable toany Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior writtenconsent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damageor liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreementsmade by such Purchaser Party in this Agreement or in the other Transaction Documents. The indemnification required by this Section 4.8shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are receivedor are incurred. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any PurchaserParty against the Company or others and any liabilities the Company may be subject to pursuant to law.

4.9 Reservationof Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available atall times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to issue ADSs andOrdinary Shares pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

4.10 Listingof ADSs. The Company hereby agrees to use commercially reasonable efforts to maintain the listing or quotation of the ADSs, WarrantADSs and Ordinary Shares on each Trading Market on which each is currently listed, and concurrently with the Closing, the Company shall,to the extent required by the applicable Trading Market, apply to list or quote all of the Shares, Warrant ADSs, Warrant Shares and/orADSs on such Trading Markets and promptly secure the listing of all of the Shares, Warrant ADSs and ADSs on such Trading Markets. TheCompany further agrees, if the Company applies to have the Ordinary Shares or ADSs traded on any other Trading Market, it will then includein such application all of the Shares, Warrant ADSs, Warrant Shares and ADSs, and will take such other action as is necessary to causeall of the Shares, Warrant ADSs, Warrant Shares and ADSs to be listed or quoted on such other Trading Market as promptly as possible.The Company will then take all action reasonably necessary to continue the listing and trading of its ADSs and Ordinary Shares on a TradingMarket and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rulesof the Trading Market. The Company agrees to use commercially reasonable efforts to maintain the eligibility of the ADSs for electronictransfer through the Depository Trust Company or another established clearing corporation, including, without limitation, by timely paymentof fees to the Depository Trust Company or such other established clearing corporation in connection with such electronic transfer.

4.11 SubsequentEquity Sales.

a) Fromthe date hereof until sixty (60) days after the Closing Date, neither the Company nor any Subsidiary shall (i) issue, enter into any agreementto issue or announce the issuance or proposed issuance of any ADSs, Ordinary Shares or Ordinary Share Equivalents, other than the entryinto and announcement of an “at the market” offering with the Placement Agent as sales agent, provided that no ADSs may beissued thereunder until after sixty (60) days following the Closing Date or (ii) file any registration statement or any amendment or supplementthereto, other than the Prospectus, the filing of any amendment or supplement to an existing registration statement for an “at themarket” offering with the Placement Agent as sales agent, or filing a registration statement on Form S-8 in connection with anyemployee benefit plan.

b) Fromthe date hereof until one (1) year after the Closing Date, the Company shall be prohibited from effecting or entering into an agreementto effect any issuance by the Company or any of its Subsidiaries of ADSs, Ordinary Shares or Ordinary Share Equivalents (or a combinationof units thereof) involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which theCompany (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the rightto receive additional ADSs or Ordinary Shares either (A) at a conversion price, exercise price or exchange rate or other price that isbased upon and/or varies with the trading prices of or quotations for the ADSs or Ordinary Shares at any time after the initial issuanceof such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some futuredate after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectlyrelated to the business of the Company or the market for ADSs or the Ordinary Shares or (ii) enters into, or effects a transaction under,any agreement, including, but not limited to, an equity line of credit or an “at-the-market offering”, whereby the Companymay issue securities at a future determined price regardless of whether shares pursuant to such agreement have actually been issued andregardless of whether such agreement is subsequently canceled, except that (x) after six (6) months following the Closing Date, the entryinto and/or issuance of securities at a future determined price pursuant to an equity line of credit shall not be deemed a Variable RateTransaction, (y) the entry into an “at the market” offering with the Placement Agent as sales agent shall not be deemed aVariable Rate Transaction, provided that no ADSs may be issued thereunder until after sixty (60) days following the Closing Date and (z)following the date that is sixty (60) days after the Closing Date, the Company may enter into and effect sales pursuant to (1) its existingat–the-market facility and (2) an at-the-market facility with the Placement Agent as sales agent. Any Purchaser shall be entitledto obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collectdamages.

c) Notwithstandingthe foregoing, this Section 4.11 shall not apply in respect of an Exempt Issuance, except that no Variable Rate Transaction shall be anExempt Issuance.

4.12 EqualTreatment of Purchasers. No consideration (including any modification of this Agreement) shall be offered or paid to any Person toamend or consent to a waiver or modification of any provision of this Agreement unless the same consideration is also offered to all ofthe parties to this Agreement. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by theCompany and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall notin any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of Securitiesor otherwise.

4.13 Certain Transactionsand Confidentiality. Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliateacting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of theCompany’s securities during the period commencing with the execution of this Agreement and ending at such time that the transactionscontemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4.  EachPurchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by thisAgreement are publicly disclosed by the Company pursuant to the initial press release as described in Section 4.4, such Purchaser willmaintain the confidentiality of the existence and terms of this transaction and the information included in the Disclosure Schedules (otherthan as disclosed to its legal and other representatives).  Notwithstanding the foregoing and notwithstanding anything containedin this Agreement to the contrary, the Company expressly acknowledges and agrees that (i) no Purchaser makes any representation, warrantyor covenant hereby that it will not engage in effecting transactions in any securities of the Company after the time that the transactionscontemplated by this Agreement are first publicly announced pursuant to the initial press release as described in Section 4.4, (ii) noPurchaser shall be restricted or prohibited from effecting any transactions in any securities of the Company in accordance with applicablesecurities laws from and after the time that the transactions contemplated by this Agreement are first publicly announced pursuant tothe initial press release as described in Section 4.4 and (iii) no Purchaser shall have any duty of confidentiality or duty not to tradein the securities of the Company to the Company, any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliatesor agent, including, without limitation, the Placement Agent, after the issuance of the initial press release as described in Section4.4.  Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfoliomanagers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investmentdecisions made by the portfolio managers managing other portions of such Purchaser’s assets, the covenant set forth above shallonly apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securitiescovered by this Agreement.

4.14 ExerciseProcedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasersin order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasersto exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shallany medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise theWarrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditionsand time periods set forth in the Transaction Documents.

4.15 Lock-UpAgreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements except to extendthe term of the lock-up period and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party toa Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performanceof the terms of such Lock-Up Agreement.

ARTICLE V.
MISCELLANEOUS

5.1 Termination. This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoeveron the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummatedon or before the fifth (5^th) Trading Day following the date hereof; provided, however, that no such terminationwill affect the right of any party to sue for any breach by any other party (or parties).

5.2 Feesand Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expensesof 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 Depositary 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).The Company shall pay stamp taxes and other similar documentary taxes and duties (excluding, for the avoidance of doubt, any income tax)levied in connection with the delivery of any Shares to the Purchasers and shall reimburse the Purchasers for any fees charged to Purchasersby the Depositary in connection with holding the ADSs.

5.3 EntireAgreement. The Transaction Documents, together with the exhibits and schedules thereto, the Pricing Prospectus and the Prospectus,contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreementsand 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 shallbe deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via emailattachment 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 aTrading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is delivered via email attachmentat 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. (NewYork City time) on any Trading Day, (c) the second (2^nd) Trading Day following the date of mailing, if sent by U.S. nationallyrecognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The addressfor such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice providedpursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries,the Company shall simultaneously file the material terms of such notice with the Commission pursuant to a Report on Form 6-K.

 5.5 Amendments;Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, inthe case of an amendment, by the Company and the Purchasers which purchased at least 50.1% in interest of the Shares and Pre-Funded Warrantsbased on the initial Subscription Amounts hereunder (or, prior to the Closing, the Company and each Purchaser) 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, supplement or modificationdisproportionately and adversely impacts a Purchaser (or multiple Purchasers), the consent of such disproportionately impacted Purchaser(or at least 50.1% in interest of such multiple 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 defaultor a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any righthereunder in any manner impair the exercise of any such right. Any proposed amendment or waiver that disproportionately, materially andadversely affects the rights and obligations of any Purchaser relative to the comparable rights and obligations of the other Purchasersshall require the prior written consent of such adversely affected Purchaser. Any amendment effected in accordance with this Section 5.5shall 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 anyof the provisions hereof.

5.7 Successorsand 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 (otherthan by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns ortransfers any Securities, provided that such transferee agrees in writing to be bound, with respect to the transferred Securities, bythe provisions of the Transaction Documents that apply to the “Purchasers.”

5.8 NoThird-Party Beneficiaries. The Placement Agent shall be the third-party beneficiary of the representations and warranties of the Companyin Section 3.1, the representations and warranties of the Purchasers in Section 3.2 and the covenants of the Company. This Agreement isintended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, normay any provision hereof be enforced or waived by, any other Person, except as otherwise set forth in Section 4.8 and this Section 5.8.

5.9 GoverningLaw. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governedby and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflictsof law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactionscontemplated 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 courtssitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sittingin the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transactioncontemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocablywaives, and agrees not to assert in any Action or Proceeding, any claim that it is not personally subject to the jurisdiction of any suchcourt, that such Action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waivespersonal service of process and consents to process being served in any such Action or Proceeding by mailing a copy thereof via registeredor certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under thisAgreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained hereinshall 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 Actionor Proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section4.8, 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 contained herein shall survive the Closing and the delivery of the ADSs representing Shares and Warrants.

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 agreementand shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood thatthe parties need not sign the same counterpart. In the event that any signature is delivered 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 signatureis executed) with the same force and effect as if such “.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 forceand effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable effortsto 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 remainingterms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.13 Rescissionand Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) any ofthe other Transaction Documents, whenever any Purchaser exercises a right, election, demand or option under a Transaction Document andthe Company does not timely perform its related obligations within the periods therein provided, then such Purchaser may rescind or withdraw,in its sole discretion from time to time upon written notice to the Company, any relevant notice, demand or election in whole or in partwithout prejudice to its future actions and rights; provided, however, that in the case of a rescission of an exercise of a Warrant, theapplicable Purchaser shall be required to return any ADSs or Ordinary Shares subject to any such rescinded exercise notice concurrentlywith the return to such Purchaser of the aggregate exercise price paid to the Company for such shares and the restoration of such Purchaser’sright to acquire such shares pursuant to such Purchaser’s Warrant (including, issuance of a replacement warrant certificate evidencingsuch restored right).

5.14 Replacementof Securities. If any certificate or instrument evidencing any Securities is mutilated, lost, stolen or destroyed, the Company shallissue or cause to be issued in exchange and substitution for and upon cancellation thereof (in the case of mutilation), or in lieu ofand substitution therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company ofsuch loss, theft or destruction. The applicant for a new certificate or instrument under such circumstances shall also pay any reasonablethird-party costs (including customary indemnity) associated with the issuance of such replacement Securities.

5.15 Remedies.In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasersand the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages maynot be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction Documents and herebyagree to waive and not to assert in any Action for specific performance of any such obligation the defense that a remedy at law wouldbe adequate.

5.16 PaymentSet Aside. To the extent that the Company makes a payment or payments to any Purchaser pursuant to any Transaction Document or a Purchaserenforces or exercises its rights thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any partthereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are requiredto be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, withoutlimitation, any bankruptcy law, state or federal law, common law or equitable cause of action), then to the extent of any such restorationthe obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if suchpayment had not been made or such enforcement or setoff had not occurred.

5.17 IndependentNature of Purchasers’ Obligations and Rights. The obligations of each Purchaser under any Transaction Document are several andnot joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance or non-performanceof 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 groupwith respect to such obligations or the transactions contemplated by the Transaction Documents. Each Purchaser shall be entitled to independentlyprotect and enforce its rights including, without limitation, the rights arising out of this Agreement or out of the other TransactionDocuments, 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. Forreasons of administrative convenience only, each Purchaser and its respective counsel have chosen to communicate with the Company throughEGS. EGS does not represent any of the Purchasers and only represents the Placement Agent. The Company has elected to provide all Purchaserswith the same terms and Transaction Documents for the convenience of the Company and not because it was required or requested to do soby any of the Purchasers. It is expressly understood and agreed that each provision contained in this Agreement and in each other TransactionDocument is between the Company and a Purchaser, solely, and not between the Company and the Purchasers collectively and not between andamong the Purchasers.

5.18 LiquidatedDamages. The Company’s obligations to pay any partial liquidated damages or other amounts owing under the Transaction Documentsis a continuing obligation of the Company and shall not terminate until all unpaid partial liquidated damages and other amounts have beenpaid notwithstanding the fact that the instrument or security pursuant to which such partial liquidated damages or other amounts are dueand payable shall have been canceled.

5.19 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 hereinshall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

5.20 Construction.The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documentsand, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shallnot be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference toshare prices, ADSs and Ordinary Shares 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 ADSs and Ordinary Shares that occur after the date of this Agreement.

5.21 WAIVEROF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, RELATED TOTHE TRANSACTION DOCUMENTS 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)

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO PPBT SECURITIES PURCHASEAGREEMENT]

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

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:

Address for Delivery of Warrants to the Purchaser (if not same addressfor notice):

Subscription Amount: $_________________

Shares: _________________

Pre-Funded Warrants: __________________ Beneficial Ownership Blocker☐ 4.99% or ☐9.99%

Ordinary Warrants: __________________ Beneficial Ownership Blocker☐ 4.99% or ☐9.99%

EIN Number: ____________________

[SIGNATURE PAGES CONTINUE]

Exhibit 23.3

Consent of Independent Registered Public AccountingFirm

We consent to the use of our report dated March 10, 2025, with respectto the consolidated financial statements of Purple Biotech Ltd., incorporated herein by reference and to the reference to our firm underthe heading “Experts” in the prospectus.

Somekh Chaikin

Member Firm of KPMG International

Tel Aviv, Israel

August 29, 2025