SECOND AMENDMENT TO RESEARCH AND LICENCE AGREEMENT (this Amendment) Effective Date: November 28, 2016 By and between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box95, Rehovot 76100, Israel (hereinafter, Yeda) and CELL SOURCE LIMITED a company duly registered under the laws of Israel of 5 Kineret Street, Bnei Brak ###-###-#### (hereinafter, Cell Source)

Yeda and Cell Source are parties to a research and licence agreement dated October 3^rd, 2011, as amended by a first amendment thereto dated April 8, 2014 (together, "the R&L Agreement”); and

Cell Source has notified Yeda in writing that it does not wish to exercise its option rights under the Evaluation and Exclusive License Agreement between the parties dated October 3rd, 2011 (as amended from time to time), and the parties wish to amend the R&L Agreement accordingly; and

the parties also wish to update Appendix A (Patent Cards) of the R&L Agreement, to amend the development milestones and to make certain additional amendments to the R&L Agreement, all subject to the terms and conditions set out in this Amendment below.

Terms and phrases used in this Amendment which are defined in the R&L Agreement shall have in this Amendment the same meaning as that attributed to them in the R&L Agreement, unless otherwise expressly defined in this Amendment.

This Amendment and the R&L Agreement shall be read as one and shall represent the complete current understanding between the parties with respect to the subject matter hereof. Subject to the modifications contained herein, the provisions of the R&L Agreement shall remain unaltered and in full force and effect.

The above preamble forms an integral part of this Amendment.

In the first paragraph of the preamble thereto, the numbers “2000-017, 2005-082, 2008-108, 2010-071, 2010-073, 2011-077” shall be deleted and replaced by the following: “2000-017, 2008-108, 2010-073, 2011-077, 2011-095, 2015-049, 2015-062, 2016-027” and Appendix A to the R&L Agreement shall be replaced in its entirety by Annex A of this Amendment;

The final paragraph of the preamble thereto (including Appendix 1 thereto which is referenced in said paragraph) shall be deleted in its entirety;

Clause 3 thereto shall be amended such that the words: “provided that, in the event the a R&L Agreement shall be executed between the parties in accordance of the E&O Agreement (as amended), then the annual Research Budget in respect of the Research Period shall, beginning on the date such R&L Agreement shall be signed, be an amount of US$ 900,000 (nine hundred thousand US Dollars) per year” shall be deleted;

The final paragraph of clause 3 thereto shall be deleted in its entirety and replaced by the following:

In clause 4 thereto, the words “3 (three) month” shall be deleted wherever they appear and replaced by the words “6 (six) month”;

Clause 13.2.1 shall be deleted in its entirety and replaced by the following:

If the Company fails to achieve any one of the milestones set forth in sub-clauses (a) to (e) below by the dates specified therefor, Yeda shall be entitled, at its option: (i) to modify the Licence hereunder so that it is non-exclusive only, by written notice to the Company (any such amendment of this Agreement by Yeda as aforesaid, being effective immediately, the Company’s consent thereto (written or otherwise) not being required, notwithstanding the provisions of clause 17.2 below); or (ii) to terminate this Agreement (including the Licence hereunder) by giving the Company 30 (thirty) days’ written notice:

In clause 13 thereto, the words “which has not been cured by the party in breach within 21 (twenty-one) days (or, in the case of failure by the Company to pay any amount due from the Company to Yeda pursuant to or in connection with this Agreement on or before the due date of payment, 10 (ten) days)” shall deleted and replaced by the words: “which has not been cured by the party in breach within 30 (thirty) days”;

Yeda’s bank details in clause 17.7 thereto shall deleted and replaced by the following: “Bank Leumi le–Israel B.M., Rehovot business branch, 2 Ilan Ramon Street, Ness Ziona, branch #978, account no. 6370094; swift: LUMIILITTLV, Routing Number: IL010978, IBAN no. IL7401 ###-###-#### 0637 0094”.