NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FRO

NEITHER THIS SECURITY NOR THE SECURITIES

FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION

OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES

ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY

MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED

BY AMERICAN DEPOSITARY SHARES

Number of American Depositary Shares: [_______

THIS WARRANT TO PURCHASE

ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this "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 conditions hereinafter set forth, at any time on or after April [ ], 2020

(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 Kitov Pharma 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 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 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:

means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common

control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

Insert the date that is the 5.5 year anniversary of the Initial Exercise Date, provided that, if such date is not a Trading Day,

insert the immediately following Trading Day.

means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or

quoted on a Trading Market, the bid price of the ADSs for the time in question (or the nearest preceding date) on the Trading Market

on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York 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 nearest preceding 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 prices for 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 independent appraiser selected in good faith by the Holders of a majority in interest

of the Warrants originally issued on the Issue Date then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

"Board of Directors"

means the board of directors of the Company.

means the United States Securities and Exchange Commission.

means Bank of New York Mellon, with offices located at 101 Barclay Street, New York, NY 10007.

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

means that certain Letter Agreement, dated April [__], 2020 between the Company and the warrant holders signatory thereto.

means the ordinary shares of the Company, no par value per share, and any other class of securities into which such securities

may hereafter be reclassified or changed.

Equivalents" means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire

at any time ADSs or Ordianry Shares, including, without limitation, any debt, preferred stock, right, option, warrant or other

instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to

receive, ADSs or Ordinary Shares.

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.

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

means any subsidiary of the Company within the meaning of Item 601(b)(21)(ii) of Regulation S-K, and shall, where applicable, also

include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

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

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).

means, for any date, the price determined by the first of the following clauses that applies: (a) if the ADSs are then listed or

quoted on a Trading Market, the daily volume weighted average price of the ADSs for such date (or the nearest preceding date) on

the Trading Market on which the ADSs are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30

a.m. (New York City time) to 4:02 p.m. (New York 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 nearest preceding 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 prices for 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 independent appraiser selected in good faith by

the Holders of a majority in interest of the Warrants originally issued on the Issue Date then outstanding and reasonably acceptable

to the Company, the fees and expenses of which shall be paid by the Company.

means this Warrant and other Ordinary Share purchase warrants issued by the Company pursuant to the Letter Agreement.

Section 2. Exercise.

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times

on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed facsimile

copy or PDF copy submitted by 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) two (2) Trading Days and (ii) the number of Trading Days comprising

the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall

deliver the aggregate Exercise Price (as defined in Section 2(b) herein) for the Warrant ADSs specified in the applicable Notice

of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified

in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required,

nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding

anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the 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 within three (3) Trading Days

of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases

of a portion of the total number of Warrant ADSs available hereunder shall have the effect of lowering the outstanding number of

Warrant ADSs purchasable hereunder in an amount equal to the applicable number of Warrant ADSs 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 Holder 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 at any given time may be less than the

amount stated on the face hereof.

Price. The exercise price per ADS under this Warrant shall be $0.325, subject to adjustment hereunder (the "Exercise

Exercise. If at the time of exercise hereof, there is no effective registration statement registering, or the prospectus contained

therein is not available for the issuance or resale of the Warrant ADSs by 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 ADSs equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

ADSs are 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 characteristics of the Warrants being exercised, and the holding period of the Warrant

ADSs being exercised may be tacked on to the holding period of this Warrant. The Company agrees not to take any position

contrary to this Section 2(c) (unless a contrary position is required due to changes in law).