STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this " Agreement ") dated as of

STANDBY EQUITY PURCHASE AGREEMENT

THIS STANDBY EQUITY PURCHASE AGREEMENT (this "Agreement")

dated as of September 10, 2025, is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the "Investor"),

and SCINAI IMMUNOTHERAPEUTICS LTD., a company incorporated under the laws of Israel (the "Company"). The Investor

and the Company may be referred to herein individually as a "Party" and collectively as the "Parties."

WHEREAS, the Parties desire that, upon the terms and subject

to the conditions contained herein, the Company shall have the right to issue and sell to the Investor, from time to time as provided

herein, and the Investor shall purchase from the Company, up to $15 million of the Company's American Depository Shares (the "ADSs"),

each ADS representing 4,000 ordinary shares of the Company, no par value (the "Ordinary Shares");

WHEREAS, the ADSs are listed for trading on the Nasdaq Stock

Market under the symbol "SCNI;"

WHEREAS, the offer and sale of the ADSs (and the underlying

Ordinary Shares) issuable hereunder will be made in reliance upon Section 4(a)(2) under the Securities Act of 1933, as amended, and the

rules and regulations promulgated thereunder (the "Securities Act"), or upon such other exemption from the registration

requirements of the Securities Act as may be available with respect to any or all of the transactions to be made hereunder; and

WHEREAS, in consideration of the Investor's execution

and delivery of this Agreement, the Company shall issue to the Investor the Commitment Shares pursuant to and in accordance with Section

NOW, THEREFORE, the Parties hereto agree as follows:

Article I. Certain Definitions

shall have the meaning set forth in Section 2.01(d)(ii).

Amount" shall have the meaning set forth in Section 2.01(d)(i).

shall mean any issuance and sale of Advance Shares by the Company to the Investor pursuant to Article II hereof.

shall mean the first Trading Day after expiration of the applicable Pricing Period for each Advance.

shall mean a written notice in the form of Exhibit A attached hereto to the Investor executed by an officer of the Company and setting

forth the number of Advance Shares that the Company desires to issue and sell to the Investor.

"Advance Notice Date"

shall mean each date the Company is deemed to have delivered (in accordance with Section 2.01(b) of this Agreement) an Advance Notice

to the Investor, subject to the terms of this Agreement.

shall mean the ADSs and Ordinary Shares underlying the ADSs that the Company shall issue and sell to the Investor pursuant to an Advance

Notice delivered in accordance with the terms of this Agreement.

shall have the meaning set forth in the recitals of this Agreement.

shall have the meaning set forth in Section 3.07.

shall have the meaning set forth in the preamble of this Agreement.

shall mean all applicable laws, statutes, rules, regulations, orders, executive orders, directives, policies, guidelines and codes having

the force of law, whether local, national, or international, as amended from time to time, including without limitation (i) all applicable

laws that relate to money laundering, terrorist financing, financial record keeping and reporting, (ii) all applicable laws that relate

to anti-bribery, anti-corruption, books and records and internal controls, including the United States Foreign Corrupt Practices Act of

1977, and (iii) any Sanctions laws.

shall have the meaning set forth in Section 6.01(e)

shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on which

banking institutions in the State of New York are authorized or required by Applicable Law to close.

shall have the meaning set forth in Section 2.02.

shall mean $15,000,000 of ADSs.

shall have the meaning set forth in Section 11.04.

shall have the meaning set forth in Section 11.04.

shall mean the period commencing on the date hereof and expiring upon the date of termination of this Agreement in accordance with Section

shall have the meaning set forth in the preamble of this Agreement.

"Company Indemnitees"

shall have the meaning set forth in Section 5.02.

"Condition Satisfaction

Date" shall have the meaning set forth in Annex I.

"Daily Traded Amount"

shall mean the daily trading volume of the ADSs on the Principal Market during regular trading hours as reported by Bloomberg L.P.

means the Deposit Agreement dated as of May 11, 2015, among the Company, The Bank of New York Mellon as Depositary and the owners and

holders of ADSs from time to time, as such agreement may be amended or supplemented.

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

shall mean the date hereof.

"Environmental Laws"

shall have the meaning set forth in Section 4.13.

shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

shall have the meaning set forth in Section 2.01(d)(i).

"Hazardous Materials"

shall have the meaning set forth in Section 4.13.

"Indemnified Liabilities"

shall have the meaning set forth in Section 5.01.

shall have the meaning set forth in the preamble of this Agreement.

"Investor Indemnitees"

shall have the meaning set forth in Section 5.01.

shall mean the lowest of the daily VWAPs of the ADSs during the relevant Pricing Period, other than the daily VWAP on any Excluded Days.

Effect" shall mean any event, occurrence or condition that has had or would reasonably be expected to have (i) a material adverse

effect on the legality, validity or enforceability of this Agreement or the transactions contemplated herein, (ii) a material adverse

effect on the results of operations, assets, business or condition (financial or otherwise) of the Company and its Subsidiaries, taken

as a whole, or (iii) a material adverse effect on the Company's ability to perform in any material respect on a timely basis its

obligations under this Agreement.

Event" shall have the meaning set forth in Section 6.08.

Amount" in respect of each Advance Notice, up to 9.99% of the number of ADSs outstanding, provided that in no event shall the

number of ADSs sold to the Investor cause the aggregate number of shares of ADSs beneficially owned by the Investor and its affiliates

at any one time to exceed 9.99% of the number of outstanding ADSs.

Price" or "MAP" shall mean the minimum price notified by the Company to the Investor in each Advance Notice,

shall have the meaning set forth in Section 4.30.

shall have the meaning set forth in the recitals of this Agreement.

"Ownership Limitation"

shall have the meaning set forth in Section 2.01(c)(i).

shall mean an individual, a corporation, a partnership, a limited liability company, a trust or other entity or organization, including

a government or political subdivision or an agency or instrumentality thereof.

"Plan of Distribution"

shall mean the section of a Registration Statement disclosing the plan of distribution of the Shares.

shall mean the three (3) consecutive Trading Days commencing on the Advance Notice Date.

shall mean the Nasdaq Stock Market; provided however, that in the event the ADSs are ever listed or traded on the New York Stock Exchange,

or the NYSE American, then the "Principal Market" shall mean such other market or exchange on which the ADSs are then listed

or traded to the extent such other market or exchange is the principal trading market or exchange for the ADSs.

shall mean any prospectus (including, without limitation, all amendments and supplements thereto) used by the Company in connection with

a Registration Statement.

"Prospectus Supplement"

shall mean any prospectus supplement to a Prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act, including, without

limitation, any prospectus supplement to be filed in accordance with Section 6.01(d) hereof.

shall mean the price per Advance Share obtained by multiplying the Market Price by 97%.

"Registrable Securities"

shall mean (i) the Shares, and (ii) any securities issued or issuable with respect to the Shares by way of exchange, stock dividend or

stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.