0001144204-14-014615 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 10th, 2014 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 10, 2014, by and among Can-Fite BioPharma Ltd., an Israeli limited company, with headquarters located at 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach-Tikva 4951778, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 10th, 2014 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 10, 2014, by and among Can-Fite BioPharma Ltd., an Israeli limited company, with headquarters located at 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach-Tikva 4951778, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").

CAN-FITE BIOPHARMA LTD. March 10, 2014
Can-Fite BioPharma Ltd. • March 10th, 2014 • Pharmaceutical preparations • New York

This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of March 10, 2014 by and among Can-Fite BioPharma Ltd. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of ordinary shares of the Company, par value NIS 0.25 per share (the "Ordinary Shares"), represented by American Depositary Shares ("ADSs") (collectively, the "Purchased ADSs") and warrants (the "Warrants"), which will be exercisable to purchase ADSs. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

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