SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the Agreement ), dated as of

SECURITIES PURCHASE AGREEMENT

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").

Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"), and Rule 506 of Regulation D ("Regulation D")

as promulgated by the United States Securities and Exchange Commission (the "SEC") under the 1933 Act.

Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) that

aggregate number of shares of the Company's ordinary shares, par value NIS 0.25 per share ("Ordinary

Shares"), represented by American Depositary Shares ("ADSs"), set forth opposite such Buyer's name

in column (3) on the Schedule of Buyers (which aggregate number for all Buyers together shall be 982,344 ADSs and shall

collectively be referred to herein as the "Purchased ADSs") and (ii) Warrants, in substantially the

form attached hereto as Exhibit A (the "Warrants"), representing the right to acquire up to that

number of additional Ordinary Shares represented by ADSs set forth opposite such Buyer's name in column (4) on the Schedule

of Buyers (as exercised, collectively, the "Warrant ADSs"). For purposes of clarification, each ADS

represents two (2) Ordinary Shares.

C. Contemporaneously

with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Registration Rights Agreement,

substantially in the form attached hereto as Exhibit B (the "Registration Rights Agreement"), pursuant

to which the Company has agreed to provide certain registration rights with respect to the Registrable Securities (as defined in

the Registration Rights Agreement) under the 1933 Act and the rules and regulations promulgated thereunder, and applicable state

Purchased ADSs, the Warrants and the Warrant ADSs collectively are referred to herein as the "Securities".

the Company and each Buyer hereby agree as follows:

AND SALE OF ADSs AND WARRANTS.

and Sale of ADSs and Warrants.

of ADSs and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company

shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing

Date (as defined below), (x) the number of Purchased ADSs as is set forth opposite such Buyer's name in column (3) on the Schedule

of Buyers, along with (y) Warrants to acquire up to that number of Warrant ADSs as is set forth opposite such Buyer's name in column

(4) on the Schedule of Buyers (the "Closing").

The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date hereof

(or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver)

of the conditions to the Closing set forth in Sections 6 and 7 below, at the offices of Schulte Roth & Zabel LLP, 919 Third

Avenue, New York, New York 10022.

Price. The purchase price for the Purchased ADSs and the related Warrants to be purchased by each Buyer at the Closing shall

be the amount set forth opposite such Buyer's name in column (5) of the Schedule of Buyers (the "Purchase Price")

which shall be equal to the amount of $5.15 per Purchased ADSs and the related Warrants.

of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Purchased ADSs

and the Warrants to be issued and sold to such Buyer at the Closing by wire transfer of immediately available funds in accordance

with the Company's written wire instructions and (ii) the Company shall deliver to each Buyer (x) one or more certificates,

evidencing the number of Purchased ADSs such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the

Schedule of Buyers and (y) Warrants (allocated in the amounts as such Buyer shall request) which such Buyer is purchasing hereunder

pursuant to which such Buyer shall have the right to acquire up to such number of Warrant ADSs as is set forth opposite such Buyer's

name in column (4) of the Schedule of Buyers, in each case duly executed on behalf of the Company and registered in the name of

such Buyer or its designee.

Agent Fees. On the Closing Date, the Company shall pay to ROTH Capital Partners, LLC, as placement agent (the "Placement

Agent"), all fees and expenses due to the Placement Agent as of such Closing Date, pursuant to the terms of the engagement

letter, dated as of February 13, 2014, between the Company and the Placement Agent (the "Engagement Letter"),

by wire transfer of immediately available funds in accordance with the Placement Agent's written wire instructions.

REPRESENTATIONS AND WARRANTIES. Each Buyer, severally and not jointly, represents and warrants with respect to only itself

to the Company and the Placement Agent that:

Public Sale or Distribution. Such Buyer is (i) acquiring the Purchased ADSs and the Warrants and (ii) upon exercise of the

Warrants will acquire the Warrant ADSs issuable upon exercise of the Warrants, for its own account and not with a view towards,

or for resale in connection with, the public sale or other distribution thereof, except pursuant to sales registered or exempted

under the 1933 Act; provided, however, that by making the representations herein, such Buyer does not agree to hold

any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in

accordance with or pursuant to (1) a registration statement or an exemption under the 1933 Act, and (2) applicable Israeli securities

laws. Such Buyer is acquiring the Securities hereunder in the ordinary course of its business. Such Buyer does not presently have

any agreement or understanding, directly or indirectly, with any Person to distribute any of the Securities.

Investor Status. Such Buyer is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D.

on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon

the truth and accuracy of, and such Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings

of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire

Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of

the Company and materials relating to the offer and sale of the Securities that have been requested by such Buyer. Such Buyer and

its advisors, if any, have been afforded the opportunity to ask questions of the Company. Neither such inquiries nor any other

due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives shall modify, amend or affect

such Buyer's right to rely on the Company's representations and warranties contained herein. Such Buyer understands that its investment

in the Securities involves a high degree of risk. Such Buyer has sought such accounting, legal and tax advice as it has considered

necessary to make an informed investment decision with respect to its acquisition of the Securities.

Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental

agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment

in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

or Resale. Such Buyer understands that except as provided in the Registration Rights Agreement: (i) the Securities have not

been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned

or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company an opinion of

counsel, in a generally acceptable form and of counsel reasonably acceptable to the Company, to the effect that such Securities

to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration (other

than pursuant to the exemption provided by Rule 144 promulgated under the 1933 Act, as amended, (or a successor rule thereto) (collectively,

"Rule 144")), or (C) the Company shall have delivered to the Depositary an opinion of its counsel that such Securities

can be sold, assigned or transferred pursuant to Rule 144; (ii) any sale of the Securities made in reliance on Rule 144 may be

made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under

circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term

is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of

the SEC thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under

the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Furthermore,

the Buyer understands that the Securities are subject to the restrictions on resale as proscribed by Section 15 of the Israeli

Securities Act - 1968 (the "Israeli Securities Law"). Notwithstanding the foregoing, the Securities may

be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such

pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting

a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company

pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this

Such Buyer understands that the certificates or other instruments representing the Securities and, until such time as the resale

of the Securities have been registered under the 1933 Act as contemplated by the Registration Rights Agreement, the Securities,

except as set forth below, shall bear any legend as required by the "blue sky" laws of any state and a restrictive legend

in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates):

THE SECURITIES [EVIDENCED BY THIS

CERTIFICATE] [TO WHICH THIS CONFIRMATION RELATES] AND THE ORDINARY SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED UNDER THE