EX-10.24



 Exhibit 10.24 

ELOXX PHARMACEUTICALS LTD. 

SHARE OWNERSHIP AND OPTION PLAN 

(2013) 







 TABLE OF CONTENTS 

 

					
			
	 1.
	  	 Preamble
	  	
			
	 2.
	  	 Administration of the Plan
	  	
			
	 3.
	  	 Shares Subject to the Plan
	  	
			
	 4.
	  	 Designation of Participants
	  	
			
	 5.
	  	 Option Exercise Prices
	  	
			
	 6.
	  	 Exclusivity of the Plan
	  	
			
	 7.
	  	 Designation of Options Pursuant to Section 102
	  	
			
	 8.
	  	 Grant of the Options and Issuance of the Shares to the Trustee
	  	
			
	 9.
	  	 Option or Share Purchase Agreement; Termination of Engagement
	  	
			
	 10.
	  	 Acceleration of an Option
	  	
			
	 11.
	  	 Term of Options; Exercise
	  	
			
	 12.
	  	 Additional Documents
	  	
			
	 13.
	  	 Taxation
	  	
			
	 14.
	  	 Dividends
	  	
			
	 15.
	  	Rights and/or Benefits arising out of the Employee/Employer of Other Relationship and the Absence of an Obligation to Engage	  	
			
	 16.
	  	 Adjustments Upon Changes in Capitalization
	  	
			
	 17.
	  	 Term, Termination and Amendment
	  	
			
	 18.
	  	 Effectiveness of the Plan
	  	
			
	 19.
	  	 Release of the Trustee and the Attorney from Liability and Indemnification
	  	
			
	 20.
	  	 Governing Law
	  	

 APPENDICES 
  

					
			
	Appendix A:	  	Grantee’s Notice to the Trustee as to Exercise of the Option (Section 11.3).	  	
			
	Appendix B:	  	Notice to the Company of Exercise of the Option by the Trustee (Section11.5).	  	
			
	Appendix C:	  	Proxy and Power of Attorney (Section 12.2).	  	









	1.	PREAMBLE 

  

	 	1.1.	This plan, as amended from time to time, shall be known as the “Eloxx Pharmaceuticals Share Ownership and Option Plan (2013)” (the “Plan”). The purpose and intent of the Plan is to provide
incentives to employees, directors, officers, service providers, consultants and/or advisors of the Company, the parent and/or of subsidiaries and/or of affiliated companies of the Company (each a “Related Company” and collectively,
“Related Companies”) by providing them with the opportunity to purchase shares of the Company. 

 The Plan is
designed to comply with Section 102 of the Israeli Income Tax Ordinance (New Version), 1961, as amended from time to time, or any provision which may amend or replace it (the “Ordinance” and
“Section 102”) and the rules, regulations and orders or procedures promulgated thereunder from time to time, as amended or replaced from time to time (the “Rules”) and to enable the Company and
grantees hereunder to benefit from Section 102 and the Rules and also to enable the Company to grant options and issue shares outside the context of Section 102. The Company, however, does not warrant that the Plan will be recognized by
the income tax authorities or that future changes will not be made to the provisions of the law, regulations or the Rules, which are promulgated from time to time, or that any exemption or benefit currently available pursuant to Section 102
will not be abolished. 
 The Plan is further designed to enable the provision of incentives as set forth herein to grantees in jurisdictions
other than the State of Israel, with respect to which the Board of Directors of the Company (the “Board”), in its sole discretion, shall determine the necessary changes to be made to the Plan and set forth the relevant conditions in
the Agreements (as defined in Section 9 below) with the grantees in order to comply with the requirements of the tax regimes in any such other jurisdictions and its determination regarding these matters shall be final and binding. 

 

	 	1.2.	Should any provision of Section 102, regulations thereunder or the Rules which apply to employees or any such other grantees as applicable under the provisions of Section 102 and the Rules, be amended, such
amendment shall be deemed included in the Plan with respect to options granted or shares issued in the context of Section 102. Where a conflict arises between any section of the Plan, the Agreement or their application, and the provisions of
any tax law, rule or regulations, including without limitation the Ordinance and/or the Rules, whether relied upon for tax relief or otherwise, the latter shall prevail, and the Board in its sole discretion shall determine the necessary changes to
be made to the Plan and its determination regarding this matter shall be final and binding. 

  

	 	1.3.	In the event the Company’s shares should be registered for trading on the Tel-Aviv Stock Exchange Ltd. or on any other stock exchange, whether in Israel or abroad, the
options and/or shares allotted in accordance with the Plan may be made conditional to any requirement or instruction of the stock exchange authorities or of any other relevant authority acting pursuant to applicable law as shall exist from time to
time. In such case, by means of a Board resolution, the Plan and any agreements prepared pursuant hereto, may be amended as necessary to meet such requirements. In the event of a contradiction between any such amendment and the Plan and/or any
agreement’s provisions, the amendment shall prevail. 









	2.	ADMINISTRATION OF THE PLAN 

  

	 	2.1.	The Plan shall be administered by the Board and/or by any committee of the Board so designated by the Board. Any subsequent references herein to the Board shall also mean any such committee if appointed and, unless the
powers of the committee have been specifically limited by law or otherwise, such committee shall have all of the powers of the Board granted herein. Subject to Sections 5 and 17 and applicable law and without derogating from the generality of the
foregoing, the Board shall have plenary authority to determine: (i) the terms and conditions (which need not be identical) of all grant of options (including, without limitation, the terms and conditions of the issuance of shares pursuant to
the exercise thereof), including, without limitation, the purchase price of the shares covered by each option, (ii) the method of payment of the exercise price (whether by cash, check, promissory note, consideration received by the Company by
cashless exercise, or any combination of the foregoing), (iii) the individuals to whom, and the time or times at which, options shall be granted, (iv) the number of shares to be subject to each option, (v) whether or not an option shall be
granted pursuant to Section 102, and if so, whether such option be granted to a trustee under the Ordinance and the election of the “Ordinary Income Route” according to Section 102(b)(1) of the Ordinance or the “Capital
Gains Route” according to Section 102(b)(2) of the Ordinance or otherwise (options granted either under the Ordinary Income Route or under the Capital Gains Route shall be referred to herein as “Approved 102 Options”), or without
a trustee according to Section 102(c) of the Ordinance (the “Unapproved 102 Options”), (vi) when an option can be exercised and whether in whole or in installments, (vii) and to make any other elections with respect to the Plan
pursuant to applicable law. 

 Subject to Section 17, the Board shall have plenary authority to construe and interpret the
Plan, to prescribe, amend and rescind the rules and regulations relating to it and to make all other determinations deemed necessary or advisable for the administration of the Plan. All determinations and decisions of the Board pursuant to the
provisions of the Plan and all related orders and resolutions of the Board shall be final, conclusive and binding on all persons, including the Company, its shareholders, grantees and their estates and beneficiaries. 

 

	 	2.2.	Any directive or notice signed by a member of the Board authorized therefore by the Board shall constitute conclusive proof and authority for every act or decision of the Company. 


 

	 	2.3.	No director or officer of the Company shall be personally liable or obligated to any grantee as a result of any decision made and/or action taken with respect to the Plan or its interpretation or execution.


  

	3.	SHARES SUBJECT TO THE PLAN 

 The shares subject to the Plan shall be Ordinary
Shares of the Company, par value NIS 0.01 each (the “Ordinary Shares”). The maximum number of shares that may be issued under the Plan is 197,500 Ordinary Shares, as such number and class of shares may be adjusted in accordance with
Section 17. Such shares may be in whole or in part, as the Board shall from time to time determine and subject to applicable law, authorized and un-issued Ordinary Shares or issued and fully paid Ordinary
Shares which shall have been purchased by the trustee hereunder with funds provided by the Company or reacquired by the Company, subject to applicable law. If any option granted under the 







 
Plan shall expire, terminate or be canceled for any reason without having been exercised in full, such shares subject thereto shall again be available for the purposes of the Plan. Upon
termination of the Plan, any such shares which may remain un-issued and which are not subject to outstanding options shall cease to be reserved for the purposes of the Plan. 

 

	4.	DESIGNATION OF PARTICIPANTS 

  

	 	4.1.	The persons eligible for participation in the Plan as grantees shall include any employee, director, service provider, consultant and/or advisors of the Company or any Related Company or any other person or entity so
designated by the Board, provided that for the purpose of the Israeli tax law, Israeli Employees (as defined herein) may only be granted options under Section 102 of the Ordinance; and Israeli
Non-Employees (as defined below) may only be granted options under Section 3(i) of the Ordinance. 


For the purpose of this Section: 

“Israeli Employee” shall mean a person who is employed by the Company or its Related Company, which is an “employing
company” within the meaning of Section 102(a) of the Ordinance, including an individual who is serving as a director or an office holder, but excluding Controlling Shareholder, who is an Israeli resident or deemed to be an Israeli resident
for the payment of tax. 
 “Controlling Shareholder” shall have the meaning ascribed to it in Section 32(9) of the
Ordinance. 
 “Israeli Non-Employees” shall mean a consultant, adviser, service
provider, Controlling Shareholder or any other person who is not an Israeli Employee, who is an Israeli resident or deemed to be an Israeli resident for the payment of tax. 
  

	 	4.2.	The grant of an option hereunder shall neither entitle the grantee to participate nor disqualify the grantee from participating in, any other grant of options pursuant to the Plan or any other option or share plan of
the Company or any Related Company. 

  

	 	4.3.	Anything in the Plan to the contrary notwithstanding, all grants of options to directors and office holders shall be authorized and implemented in accordance with the provisions of the Israeli Companies Law 5759-1999 or
any successor act or regulation, as in effect from time to time. 

  

	5.	OPTION EXERCISE PRICES 

  

	 	5.1.	The consideration to be paid by a grantee for each share purchased by exercising an option (the “Option Exercise Price”) shall be as determined by the Board or set forth in the grantee’s Agreement,
provided that the Option Exercise Price shall not be less than the nominal value of the shares subject to the option. 

  

	 	5.2.	The Option Exercise Price shall be payable upon the exercise of the option in a form satisfactory to the Board, including without limitation, by cash or check or any other method of payment all as shall be determined by
the Board. The Board shall have the authority to postpone the date of payment on such terms as it may determine. 









	6.	EXCLUSIVITY OF THE PLAN 

 Unless otherwise determined by the Board in any
particular instance or as part of the Agreement, each grantee hereunder will be required to declare and agree that all prior agreements, arrangements and/or understandings with respect to shares of the Company or options to purchase shares of the
Company which have not actually been issued or granted prior to execution of the Agreement shall be null and void and that only the provisions of the Plan and/or the Agreement shall apply. 

Notwithstanding the above, the adoption of this Plan, by itself, shall not be construed as amending, modifying or rescinding any incentive
arrangement previously approved by the Board (if applicable) or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of options
otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases. 
  

	7.	DESIGNATION OF OPTIONS PURSUANT TO SECTION 102 

  

	 	7.1.	The Company may designate options granted to Israeli Employees pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options. 


 

	 	7.2.	The grant of Approved 102 Options shall be made under this Plan adopted by the Board, and shall be conditioned upon the approval of this Plan by the ITA. 


 

	 	7.3.	Approved 102 Option may either be classified as Capital Gain Option (“CGO”) or Ordinary Income Option (“OIO”). 


 

	 	7.4.	Approved 102 Option elected and designated by the Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) shall be referred to herein as CGO.


  

	 	7.5.	Approved 102 Option elected and designated by the Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) shall be referred to herein as OIO.


  

	 	7.6.	The Company’s election of the type of Approved 102 Options as CGO or OIO granted to Israeli Employees (the “Election”), shall be appropriately filed with the ITA before the date of grant of an
Approved 102 Option. Such Election shall become effective beginning the first date of grant of an Approved 102 Option under this Plan and shall remain in effect at least until the end of the year following the year during which the Company first
granted Approved 102 Options. The Election shall obligate the Company to grant only the type of Approved 102 Option it has elected, and shall apply to all grantees who were granted Approved 102 Options during the period indicated herein, all
in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Options or any other options simultaneously. 


 

	 	7.7.	All Approved 102 Options must be held in trust by a Trustee, as described in Section 8 below. 

  

	 	7.8.	For the avoidance of doubt, the designation of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and conditions set forth in Section 102 of the Ordinance and the regulations promulgated
thereunder. 

  

	 	7.9.	 With regards to Approved 102 Options, the provisions of the Plan and/or the Agreement (as defined herein) shall
be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit, and the said provisions and permit shall 










	 	
be deemed an integral part of the Plan and of the Agreement. Any provision of Section 102 and/or the said permit which is necessary in order to receive and/or to keep any tax benefit
pursuant to Section 102, which is not expressly specified in the Plan or the Agreement, shall be considered binding upon the Company and the grantees. 

  

	8.	GRANT OF THE OPTIONS AND ISSUANCE OF THE SHARES TO THE TRUSTEE 

  

	 	8.1.	Shares issued upon exercise of an option shall be issued to the grantee or to the Trustee (as such term is defined below), in the name of the grantee and on his behalf, subject to the sole discretion of the Board. In
the event that the Board grants an option to be held by the grantee directly, and unless determined otherwise with respect to a specific grant, then without derogating from any other rights or obligations conveyed to the grantee according to the
Plan all rights and obligations conveyed to the Trustee according to this Plan shall be awarded to the said grantee. 

  

	 	8.2.	The Board shall appoint a Trustee for the purposes of this Plan (the “Trustee”). In case of a Trustee nominated under Section 102, the nomination of such Trustee shall be subject to the approval of
the Israeli Income Tax Authorities (the “ITA”) in accordance with the provisions of Section 102(a) of the Ordinance. The Trustee shall have all the powers provided by law, including, without limitation, the Ordinance,
Section 102 and the Rules, the trust agreement with the Company and the Plan and shall act pursuant to the provisions thereof, as they shall apply from time to time. The Board shall be entitled to replace the Trustee and/or to nominate another
person to serve as a Trustee in lieu of the existing Trustee at its sole discretion, subject to applicable law, and that the new Trustee shall have the same powers and authority which this Plan grants the Trustee. 


 

	 	8.3.	Unless otherwise determined by the Board, all option awards including, without limitation, the shares issued pursuant thereto, and all rights deriving from or in connection therewith, including, without limitation, any
bonus shares (including stock dividends) issued in connection therewith, shall be issued by the Company in the name of the Trustee on behalf of the grantee and the share certificates representing any shares issued pursuant to options exercised
hereunder, shall be issued by the Company in the name of the Trustee in trust for the designated grantee and shall be deposited with the Trustee, held by him and registered in his name in the register of shareholders of the Company for such period
as determined by the Board but, in the case of Approved 102 Options, not less than the period set forth therein or otherwise required, or approved, with respect thereto pursuant to Israeli law, regulations promulgated thereunder, the Ordinance,
Section 102 or the Rules, as shall be in effect from time to time (the “Restriction Period”) and the same tax route pursuant to Section 102 shall apply thereto. Furthermore, Approved 102 Options granted or shares issued
pursuant to such Approved 102 Options shall not be sold or transferred until the end of the Restriction Period, unless otherwise allowed or determined by the Israeli tax authorities. Notwithstanding the above, if any such sale or transfer occurs
during the Restriction Period, the sanctions under Section 102 of the Ordinance and under the Rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be borne by such grantee. 








 Notwithstanding anything to the contrary, the Trustee shall not release any shares allocated or
issued upon exercise of Approved 102 Options prior to the full payment of the grantee’s tax liabilities arising from Approved 102 Options which were granted to him and/or any shares allocated or issued upon exercise of such options 

 

	 	8.4.	Without derogating from the provisions of Sections 8.3 above or 8.7 below, and unless otherwise determined by the Board generally or in any particular instance, the shares issued with respect to any options granted
hereunder and all rights deriving from or in connection therewith including, without limitation, any bonus shares (including stock dividend) issued in connection therewith, will be held by the Trustee and registered in his name until the
consummation of the initial public offering of the Company’s shares, pursuant to an effective registration statement, prospectus or similar document in Israel or such other jurisdiction as is determined by the Board (the
“IPO”), after which time the grantee for whom they are being held may request their registration in his name and transfer to him, subject to the provisions of Section 102 and the Rules and regulations thereunder, if applicable,
and the Plan, all as shall be in effect from time to time (e.g., payment of taxes, etc.). After the consummation of the IPO, Approved 102 Options will be held by the Trustee and registered in his name in trust for the designated grantee, for not
less than the Restriction Period or the period approved with respect thereto pursuant to Israeli law, as shall be applicable from time to time as referred to in Section 8.3 above. 


 

	 	8.5.	Unless otherwise determined by the Board, options granted hereunder shall not confer upon the grantee any of the rights of a shareholder of the Company, for as long as they have not been exercised and, once exercised,
for as long as the shares have not been issued, transferred and registered in the grantee’s name in the Company’s shareholder register. 

  

	 	8.6.	For as long as any shares are held by the Trustee or registered in his name or for as long as the certificates representing any shares are held by the Trustee, the Trustee alone shall be entitled to receive every notice
to which a shareholder is entitled, or to demand any information and any financial and/or other report to which a shareholder is entitled from the Company, and only he or whomever he shall designate pursuant to the Proxy and Power of Attorney
referred to in Section 12.2 below and attached as Appendix C hereto (the “Proxy”), shall be entitled to exercise every other right of the shareholders
vis-a-vis the Company, including, without limitation, the right to participate and vote (or abstain) on all matters at all shareholders’ meetings (whether ordinary
or extraordinary) and the right to sign any resolution in writing in the name of the shareholders, if and when applicable. Without derogating from the above, with respect to shares issued upon exercise of Approved 102 Options, such shares shall be
voted in accordance with the provisions of Section 102 and the Rules, regulations or orders promulgated thereunder. 

  

	 	8.7.	 Subject to the provisions of the Articles of Association of the Company, as amended form time to time (the
“Articles”) and applicable law, shares registered in the Trustee’s name shall be represented at all meetings of shareholders of the Company and, until consummation of the IPO, shall either abstain or be voted by the Proxy in
the same manner and proportion as the other shares of the Company represented at such meeting, at the Proxy’s discretion, 










	 	
and following the consummation of an IPO, in accordance with the instructions of the grantees on whose behalf they are held and in the absence of such instructions they shall abstain.


  

	 	8.8.	Nothing in the aforegoing provisions shall derogate from the power of the Board to grant options or to allot shares to the Trustee otherwise than under the provisions of Section 102 and the Rules or to allot shares
or grant options to grantees directly otherwise than through the Trustee or on terms which differ from those specified above or to approve the transfer of shares from the Trustee to the name of any grantee(s) upon such conditions as shall be
determined by the Board. 

  

	9.	OPTION OR SHARE PURCHASE AGREEMENT; TERMINATION OF ENGAGEMENT 

 Unless otherwise
determined by the Board, every grantee shall be required to sign an option or share purchase agreement or other document as shall be determined by the Board, in the form approved by the Board from time to time (the “Agreement”).

 The Agreement need not be identical with respect to each grantee. The following terms, however, shall apply to all options, and, mutatis
mutandis, shares, unless otherwise determined by the Board or set forth in the grantee’s Agreement: 
  

	 	9.1.	The Option Exercise Price shall be paid by the grantee to the Company no later than the date of exercise of the option. 

  

	 	9.2.	The grantee, whether as a holder of an option, or following the exercise of an option, as a shareholder of the Company, and whether the shares issued to the grantee are registered in his name or otherwise, shall have no
right of first refusal to purchase shares of the Company which may be offered for sale by shareholders of the Company, and shall have no pre-emptive rights to purchase shares which are being allotted or shall
in the future be allotted by the Company, to the extent any such rights otherwise exist. 

  

	 	9.3.	The option and/or the right to the option and/or to the shares are personal and except insofar as is specified in this Plan, and, where applicable, subject to Section 102 and the Rules, may not be transferred,
assigned, pledged, withheld, attached or otherwise charged either voluntarily or pursuant to any law, except by way of transfer pursuant to the laws of inheritance or as otherwise determined by the Board, and no power of attorney or deed of
transfer, whether the same has immediate effect or shall take effect on a future date, shall be given with respect thereto. During the lifetime of the grantee the option may only be exercised by the designated grantee or, if granted to the Trustee,
by the Trustee on behalf of the designated grantee. A note as to the provisions of this sub-section or a legend may appear on any document which grants the option and in particular in the Agreement, and also
on any share certificate. 

  

	 	9.4.	 The right to exercise the option is granted to the Trustee on behalf of the grantee and shall be subject to a
vesting schedule, and may be further subject to any performance goals and measurements as may be determined by the Board. Vesting shall be in installments, gradually over a period of 4 (four) years from the date of grant of the option or such other
period or periods as determined by the Board. Unless otherwise determined, at the conclusion of each period for the exercise of the option as determined in the Agreement (“Vesting Periods”), the option may, from time to time, be
exercised in 










	 	
relation to all the shares allocated for that period in such manner that upon the first anniversary of the grant of the Option the Trustee shall, in the absence of a contrary determination in the
Agreement, be entitled to exercise on behalf of the grantee and at his request 1/4 (quarter) of the options and additional 1/16 at the end of each subsequent quarter over the course of the following three (3) years, provided that,
unless otherwise determined by the Board or set forth in the respective Agreement, upon each of such vesting dates the grantee continues to be employed by, or provide services to, or serve as a director or officer of the Company or a Related Company
on a continual basis from the date of the grant thereof. 

 In addition, during each of the Vesting Periods, the option may be
exercised in relation to all or part of the shares allocated for any previous Vesting Period in which the option was not fully exercised, provided, subject to the provisions of Section 7.7 hereof, that at the time of the exercise of the option
the grantee has continued to be employed by, or provide services to or serve as a director or officer of the Company or a Related Company on a continual basis from the date of the grant thereof and until the date of their exercise. After the end of
the Vesting Periods and during the balance of the option period, the option may be exercised, from time to time, in relation to all or part of the shares which have not at that time been exercised and which remain subject to the option, subject to
the provisions of Section 9.6 hereof and to any condition in the Agreement, including, without limitation, with respect to a minimum number of shares with respect to which the option may be exercised and any provision which determines the
number of times that the Trustee may send the Company notice of exercise on behalf of the grantee in respect of the option. Without derogating from any discretionary authority granted to the Board under the Plan, the Board shall be entitled at any
time to shorten the vesting schedule or any Vesting Period. 
  

	 	9.5.	 The Board may determine at its sole discretion, that any grantee shall be entitled to receive the options or the
shares, through the Trustee, pursuant to the provisions of this Plan or, subject to the provisions of Section 102, as applicable, directly in the name of the grantee, immediately upon execution of the Agreement or on such other date or dates as
the Company has undertaken towards such grantee. The Board shall be entitled, subject to applicable law, to determine that where the grantee does not comply with the conditions determined by the Board or the Agreement or ceases to be an employee of
or to provide services to serve as an officer or director of the Company or a Related Company, the Company or a Related Company shall have the right to repurchase the shares from the grantee for the higher of: (i) nominal or (ii) any other
consideration paid by the grantee, subject to applicable law. The Board may set additional conditions to this right of repurchase, including the provision of appropriate arrangements for the monies which shall be available to the Trustee or a
Related Company or others for the purpose of the repurchase and conditions with respect to the voting rights of the grantee, rights of first refusal or pre-emptive rights to purchase shares in the Company, to
the extent such rights exist, the grantee’s right to receive reports or information from the Company, and the grantee’s right to a dividend, all, in respect of the shares which are subject to a right of reacquisition as aforesaid. For as
long as the aforegoing conditions of the Board (including, without limitation, a minimum period of employment, other engagement or appointment as a condition for the lapse of the right to reacquisition) have not











	 	
been complied with, or have not lapsed, as applicable, the grantee shall not be entitled to sell or charge or transfer in any other manner the shares which are subject to the right of
reacquisition. As security for the compliance with this undertaking the share certificate will be deposited with the Trustee who will release the same to the grantee only after the grantee becomes entitled to the shares and the same are not subject
to any other restrictive condition. 

  

	 	9.6.	Termination of Engagement 

  

	 	9.6.1	Unless otherwise determined by the Board and/or set forth ingrantee’s Agreement, if the engagement of a grantee is terminated orif he ceases to serve as an officer or director of the Company or aRelated Company (as
the case may be) prior to the complete exerciseof an option, (a) by reason of death or disability (as determined bythe Board in its absolute discretion), the option shall remainexercisable for a period of one (1) year following such
termination(but only to the extent exercisable at termination of engagement or appointment, as the case may be, and not beyond the scheduled expiration date); (b) by reason of retirement, pursuant to applicablelaw with the approval of the Board, the
option shall remainexercisable for a period of one hundred and eight (180) daysfollowing such termination (but only to the extent exercisable at termination of engagement or appointment, as the case may be, andnot beyond the scheduled
expiration date); and (c) for any otherreason other than for Cause, the option shall remain exercisable for a period of ninety (90) days following the earlier of such terminationor notice of termination (but only to the extent exercisable
at theearlier of termination or notice of termination of engagement or appointment, as the case may be, and not beyond the scheduled expiration date); or (d) for Cause (as such term is defined below), asshall be determined by the Board, all
options held by or on behalf ofsuch grantee shall immediately expire upon the earlier of such termination or notice of termination. 


For purposes hereof, the term “Cause” shall mean any of (i) amaterial breach by the grantee of the grantee’s
obligations under any agreement with the Company or any Related Company; (ii) the commission by the grantee of an act of fraud or embezzlementagainst the Company or any Related Company or the willful takingof action injurious to the business or
prospects of the Company orany Related Company; (iii) the conviction of the grantee of a felony; and (iv) the grantee’s involvement in an act or omission whichconstitutes breach of trust between the grantee and the Company or any
Related Company. 
 The Board may determine whether any given leave of absence constitutes a termination of employment engagement or
appointment,as applicable. Options awarded under this Plan shall not be affectedby any change of employment or engagement, as applicable, so longas the grantee continues to be an employee, director, officer, service provider, consultant and/or
advisor of the Company or a Related Company (as the case may be). 
  

	 	9.6.2	 With respect to Unapproved 102 Options, if the grantee ceases to be engaged by the Company or any Related
Company, the grantee shall 










	 	
extend to the Company and/or its Related Company a security or guarantee for the payment of tax due at the time of sale of shares, allin accordance with the provisions of Section 102 and the
Rules,regulation or orders promulgated thereunder. 

  

	 	9.6.3	Notwithstanding the foregoing, the Board may, in its absolutediscretion but subject to Section 11.1, extend the period of exerciseof an option by a grantee or grantees for such time as it shalldetermine either with
or without conditions. 

  

	10.	ACCELERATION OF AN OPTION 

 Unless otherwise determined by the Board or set forth
in the grantee’s Agreement: 
  

	 	10.1.	Immediately prior to (a) the consummation of a Significant Event (as defined below) or (b) the adoption of any plan or proposal for the liquidation or dissolution of the Company, then, notwithstanding any
contrary Vesting Periods in any Agreement or in this Plan, and unless in each case the applicable Agreement provides otherwise, one-quarter (1/4) of the outstanding options held by or for the benefit of any
grantee and which have not yet vested shall be accelerated and become immediately vested and exercisable. 

  

	 	10.2.	Each of the following shall be a “Significant Event”: (a) any consolidation or merger of the Company in which the Company is not the continuing or surviving corporation, other than a transaction in
which the holders of Ordinary Shares (on an as converted basis) immediately prior thereto have the same, or substantially similar, proportionate ownership of ordinary shares (on an as converted basis) of the surviving corporation immediately after
the transaction and a transaction in which the holders of Ordinary Shares (on an as converted basis) immediately prior thereto own a majority of the voting power of the surviving corporation; or (b) any sale, exchange or other transfer (in one
transaction or a series of related transactions) of all or substantially all the assets or all or substantially all of the outstanding and issued shares of the Company. 


 

	11.	TERM OF OPTIONS; EXERCISE 

  

	 	11.1.	The term of each option shall be for such period as the Board shall determine, but not more than 10 (ten) years from the date of grant thereof or such shorter period as is prescribed in Section 9.6 hereof.


  

	 	11.2.	Unless otherwise determined by the Board, in the event of: (i) the proposed liquidation or dissolution of the Company; or (ii) a Significant Event; then (A) all outstanding options held by or for the
benefit of any grantee and which have vested as of such time (including, without limitation, any options accelerated pursuant to Section 10 above) but have not been exercised, will terminate and expire immediately prior to the consummation or
closing of such proposed action, transaction or event, and (B) all outstanding options which are not vested as of such time will terminate and expire immediately prior to the consummation or closing of such proposed action, transaction or
event. Without derogating from any other right or authority of the Board hereunder, the Board may, in connection with any proposed liquidation or dissolution, or in connection with any Significant Event as aforesaid, determine any other date and
time upon which any outstanding option will terminate and expire. 

  

	 	11.3.	 A grantee who desires that the Trustee exercise an option granted to the Trustee on his behalf shall so instruct
the Trustee in writing in the form 









 
annexed hereto as Appendix A or in such other form as shall be approved by the Board from time to time. The notice shall be accompanied by payment of the full Option Exercise Price of such
shares as provided in the Agreement. 
  

	 	11.4.	As a condition for the exercise of the option, the grantee shall pay, or otherwise make arrangements to the Company’s satisfaction, for the payment of the tax and other obligatory payments applicable to him
(including all sums payable arising out of or in connection with the Company’s obligation to deduct tax and other obligatory payments at source) pursuant to applicable law and the provisions of the Plan. 


 

	 	11.5.	Upon receipt of all the requisite documents, approvals and payments from the grantee, including sufficient proof of payment or other arrangement with respect to the payment of any applicable taxes in form satisfactory
to the Company and the Trustee, the Trustee shall deliver a notice to the Company in the form annexed hereto as Appendix B or in such other form as shall be approved by the Board, whereupon the Company shall allot the shares in the name of
the Trustee. 

  

	 	11.6.	A grantee who desires to exercise an option granted directly to him (and not through the Trustee), subject to the approval of the Board, shall so notify the Company in writing in such form as shall be prescribed by the
Board from time to time. As a condition for the exercise of the option, the grantee shall pay or otherwise make arrangements, to the Company’s satisfaction, for the payment of the tax and other obligatory payments applicable to him (including
all sums payable by the Company arising out of its obligation to deduct tax and other obligatory payments at source) pursuant to applicable law and the provisions of the Plan. Upon receipt of all the requisite documents, approvals and payments from
the grantee, including sufficient proof of payment or other arrangement with respect to the payment of any applicable taxes in form satisfactory to the Company, the Company shall allot the shares in the name of the grantee. 


 

	 	11.7.	Without limiting the foregoing, the Board may, with the consent of the grantee, from time to time cancel all or any portion of any option then subject to exercise, and the Company’s obligation in respect of such
option may be discharged by: (i) payment to the grantee or to the Trustee on behalf of the grantee of an amount in cash equal to the excess, if any, of the Fair Market Value of the relevant shares at the date of such cancellation subject to the
portion of the option so canceled over the aggregate Option Exercise Price of such shares; (ii) the issuance or transfer to the grantee or to the Trustee on behalf of the grantee of shares of the Company with a Fair Market Value at the date of
such transfer equal to any such excess; or (iii) a combination of cash and shares with a combined value equal to any such excess, all as determined by the Board in its sole discretion. 


For purposes hereof, the “Fair Market Value” of the Ordinary Shares shall mean, as of any date, the last reported sale price,
on that date, of the Ordinary Shares of the Company on the principal securities exchange on which such shares are then traded, or, in the event that no sales of such shares took place on such date, the last reported sale price of such shares on such
principal securities exchange on the most recent prior date on which a sale of shares took place; provided, however, that if such shares are not publicly traded on the date as of which Fair Market Value is to be determined, “Fair
Market Value” of the Ordinary Shares shall mean the value as determined in good faith 







 
by the Board, in its sole discretion, and provided, further, that with respect to an option or share granted pursuant to Section 102, then the Fair Market Value shall be
determined in accordance with the provisions of Section 102. 
  

	12.	ADDITIONAL DOCUMENTS 

  

	 	12.1.	Until the consummation of the IPO, and whether the option or shares are granted or issued in the name of the Trustee or otherwise, the Company shall have the right to demand from the grantee at any time that the same
shall provide, and the grantee shall provide, any certificate, declaration or other document which the Company and/or the Trustee shall consider to be necessary or desirable pursuant to any law, whether local or foreign, including any undertaking on
the part of the grantee not to sell his shares during any period which shall be required by an underwriter or investment bank or advisor of the Company for the purpose of any share issue whether private or public and including any certificate or
agreement which the Company shall require, if any, from the grantees or any certificate, declaration or other document the obtaining of which shall be deemed by the Board and/or the Trustee to be appropriate or necessary for the purpose of raising
capital for the Company, of merging the Company with another company (whether the Company is the surviving entity or not), or of reorganization of the Company, including, in the event of a consolidation or merger of the Company or any sale, lease,
exchange or other transfer of all or substantially all of the assets or shares of the Company the sale or exchange, as the case may be, of any shares the grantee (or the Trustee on his behalf) may have purchased hereunder all as shall be deemed
necessary or desirable by the Board and/or the Trustee. 

  

	 	12.2.	Without derogating from the generality of the aforesaid and in order to guarantee the aforesaid, and because the rights of the Company and the other shareholders are dependent thereon, the grantee shall, upon signing
the Agreement and as a condition to the grant of any options hereunder, execute the Proxy and Power of Attorney attached hereto as Appendix C, or in such other form as shall be approved by the Board, irrevocably empowering the Trustee and/or
the Proxy, until consummation of the IPO, to sign any document and take any action in his name as aforesaid, and the grantee shall have no complaint or claim against the Trustee and/or the Proxy in respect of any such signature or action, or in
respect of any determination of the Trustee pursuant hereto or to Section 10.1 above. The grantee will authenticate his signature in the presence of a notary if he shall be asked to do so by the Company, in order to give full validity to the
power of attorney. 

  

	13.	TAXATION 

  

	 	13.1.	General 

 Subject to applicable law, the grantee shall be liable for all taxes, duties,
fines and other payments which may be imposed by the tax authorities (whether in Israel or abroad) and for every obligatory payment of whatever source in respect of the options, the shares (including, without limitation, upon the grant of options,
the exercise of the options, the sale of the shares or the registration of the shares in the grantee’s name) or dividends or any other benefit in respect thereof and/or for all charges which shall accrue to the grantee, the Company, any Related
Company and/or to the Trustee in connection with the Plan, the Options and/or the shares, or any act or omission of the grantee or the Company in connection therewith or pursuant to any determination of the applicable tax or other authorities. 








	 	13.2.	Deduction at Source 

 The Company (including any Related Company) and/or the Trustee
shall have the right to withhold or require the grantee to pay an amount in cash or to retain or sell without notice Ordinary Shares in value sufficient to cover any tax or obligatory payment required by a governmental entity administrative
authority to be withheld or otherwise deducted and paid with respect to the options or the Shares subject thereto (including, without limitation, upon their grant, exercise or sale or the registration of the Ordinary Shares in the grantee’s
name) or with respect to dividends or any other benefits in respect thereof (“Withholding Tax”), and to make payment (or to reimburse itself or himself for payment made) to the appropriate tax or other authority of an amount in cash
equal to the amount of such Withholding Tax. Notwithstanding the foregoing, the grantee shall be entitled to satisfy the obligation to pay any Withholding Tax, in whole or in part, by providing the Company and/or the Trustee with funds sufficient to
enable the Company and/or the Trustee to pay such Withholding Tax. 
  

	 	13.3.	Certificate of Authorization of Assessing Officer 

 The Company (including any Related
Company) or the Trustee shall at any time be entitled to apply to the assessing officer, and in the case of a grantee abroad, to any foreign tax authority, for receipt of their certificate of authorization as to the amount of tax which the Company
or any Related Company or the grantee or the Trustee is to pay to the tax authorities resulting from granting the options or allotting the shares, or regarding any other question with respect to the application of the Plan. 

 

	14.	DIVIDENDS 

 The Ordinary Shares issued as a result of the exercise of the options
shall participate equally with the Company’s other Ordinary Shares in every dividend which shall be declared and distributed subject to the following provisions: 
  

	 	14.1.	A cash dividend shall be distributed only to persons registered in the register of shareholders as shareholders on the record date fixed for the distribution of the dividend. 


 

	 	14.2.	A dividend with regard to shares which are registered in the name of the Trustee shall be paid to the Trustee, subject to any lawful deduction of tax, whether such rate is at the usual rate applicable to a dividend or
at a higher rate. The Trustee shall transfer the dividend to the grantee in accordance with instructions that he shall receive from the Company. Alternatively, the Company shall be entitled to pay the dividend directly to the grantee subject to the
deduction of the applicable tax and when applicable subject to the provisions of Section 102 and the Rules, regulations or orders promulgated thereunder. 

  

	 	14.3.	 Without derogating from the provisions of Section 14.2 hereof, the Company or the Trustee shall be entitled
to set off and deduct at source from any dividend any sum that the grantee owes to the Company (including any 










	 	
Related Company) or the Trustee, whether under the Plan or otherwise, and/or any sum that the grantee owes to the tax or other authorities. 


 

	15.	RIGHTS AND/OR BENEFITS ARISING OUT OF THE EMPLOYEE/ EMPLOYER OR OTHER RELATIONSHIP AND THE ABSENCE OF AN OBLIGATION TO ENGAGE 


 

	 	15.1.	Other than with respect to social security payments if required to be made by the Company or a Related Company as a result of its choice of the tax treatment of the options pursuant to Section 102, no income or
gain which shall be credited to or which purports to be credited to the grantee as a result of the Plan, shall in any manner be taken into account in the calculation of the basis of the grantee’s entitlements from the Company or any Related
Company or in the calculation of any social welfare right or other rights or benefits arising out of the employee/employer relationship between the parties or any other engagement by the Company of the grantee. If, pursuant to any law, the Company
or any Related Company shall be obliged for the purposes of calculation of the said items to take into account income or gain actually or theoretically credited to the grantee, the grantee shall indemnify the Company or any Related Company, against
any expense caused to it in this regard. 

  

	 	15.2.	Nothing in the Plan shall be interpreted as obliging the Company or any Related Company to employ or otherwise engage the grantee and nothing in the Plan or any option granted pursuant thereto shall confer upon any
grantee any right to continue in the employment (or other engagement or appointment, as applicable) of the Company or any Related Company or restrict the right of the Company or any Related Company to terminate such employment (or other engagement
or appointment, as applicable) at any time. The grantee shall have no claim whatsoever against the Company or any Related Company as a result of the termination of his employment (or other engagement or appointment, as applicable), including,
without limitation, any claim that such termination causes any options to expire or otherwise terminate and/or prevents the grantee from exercising the options and/or from receiving or retaining any shares pursuant to any agreement between him and
the Company, or results in any loss due to an early imposition, or earlier than anticipated imposition, of tax or other liability pursuant to applicable law. 

  

	16.	ADJUSTMENTS UPON CHANGES IN CAPITALIZATION 

 Notwithstanding any other provisions
of the Plan, the Board shall take such actions, if any, as it deems appropriate for the adjustment of the number and class of shares subject to each unexercised or unvested option and in the option prices in the event of an IPO, changes in the
outstanding share capital of the Company by reason of any stock dividend (bonus shares), stock split, recapitalization, combination, exchange of shares, merger, consolidation, liquidation, split-up, split-off, spin-off or other similar change in capitalization. Upon the occurrence of any such event, the Board may make any adjustments it deems appropriate, including in the
aggregate number and class of shares available under the Plan, and the Board’s determination in this regard shall be conclusive. 








	17.	TERM, TERMINATION AND AMENDMENT 

 Unless the Plan shall theretofore have been
terminated as hereinafter provided, the Plan shall terminate on, and no option shall be granted after, the tenth (10th) anniversary of the date the Plan is adopted by the Board. The Board may at
any time terminate, modify or amend the Plan in such respects as it shall deem advisable. Notwithstanding, any amendment with respect to the maximum number of shares that may be issued under the Plan shall be made solely by the Shareholders of the
Company. Options granted prior to termination of the Plan may, subject to the terms of the Plan and any Agreement, be exercised thereafter. Unless otherwise provided for herein or in the Agreement, any amendment or modification of the Plan shall be
deemed included in the Plan with respect to options granted or shares issued hereunder from time to time, provided, that, except as otherwise provided for herein, no amendment or modification of the Plan may, without the consent of the grantee to
whom any option shall theretofore have been granted, adversely affect the rights of such grantee under such option. 
  

	18.	EFFECTIVENESS OF THE PLAN 

 The Plan shall become effective as of the date
determined by the Board. 








	19.	RELEASE OF THE TRUSTEE AND THE PROXY FROM LIABILITY AND INDEMNIFICATION 

 In no
event shall the Trustee or the Proxy be liable to the Company and/or any grantee under the Plan and/or any third party (including without prejudice to the generality of the aforegoing, to the income tax authorities and any other governmental or
administrative authority), or to a purchaser of shares from any grantee with respect to any act or omission which has been or will be carried out in relation to the Plan, its execution and any matter connected thereto or arising therefrom. The
Company will not, and the grantee will be required to covenant upon signing the Agreement that he will not, make any claim against the Trustee or the Proxy in any manner whatsoever and on any ground whatsoever and they expressly agree that if the
Trustee or the Proxy are sued by them, then the Trustee or the Proxy shall be entitled by virtue of this Section alone to apply to the court for dismissal of the action against them with costs. The Company covenants and agrees that if an action is
commenced by any third party against the Trustee or the Proxy they shall be entitled, without any objection on the Company’s part to join the Company as a third party to any action and a judgment against them will be paid by the Company. 

The Company covenants and the grantee will be required to covenant to indemnify the Trustee and/or the Proxy against any liability in relation
to any claim and/or demand made against the Trustee and/or the Proxy by any person whatsoever, including the tax authorities, in relation to their acts or omissions in connection with the Plan. 

 

	20.	GOVERNING LAW 

 The Plan and all instruments issued thereunder shall be governed
by and construed in accordance with the laws of the State of Israel. 







 ELOXX PHARMACEUTICALS LTD. 

Appendix A 
 to Eloxx
Pharmaceuticals Ltd. Share Ownership and Option Plan (2013) 
 (Section 11.3) 

NOTICE OF EXERCISE 
 Date:
                     
 The Trustee under
the Eloxx Pharmaceuticals Ltd. Share Ownership and Option Plan (2013) (the “Plan”) 
 Dear Sirs, 

Re: Notice of Exercise 
 I hereby
wish to inform you that it is my desire that of the Option which was granted to you on                      to acquire
                 (                    ) Ordinary Shares
of Eloxx Pharmaceuticals Ltd. (the “Company”) on my behalf, you exercise and acquire on my behalf                     
(                    ) of the Ordinary Shares subject to the said Option at a price of NIS
                     per share, all in accordance with the Plan. 

Attached to this Notice is a check in the amount of NIS
                     (NIS
                    ), as payment for the abovementioned shares. 

I am aware that all the shares shall be allotted to you, registered in your name and that you shall hold all share certificates representing such shares. 

Likewise, I am aware of and agree to all other provisions of the Plan and applicable law. 

 

	
	 Yours sincerely,

	
	  
 Signature

	
	  
 Name










 ELOXX PHARMACEUTICALS LTD. 

Appendix B 
 to Eloxx
Pharmaceuticals Ltd. Share Ownership and Option Plan (2013) (the “Plan”) 
 (Section 11.5) 

NOTICE OF EXERCISE 
 Date:
                     
 Dear Sirs, 

Re: Notice of Exercise 
 Please be
advised that I hereby exercise                     
(                    ) of the Ordinary Shares subject to the Option which was granted to me on behalf of
                     on
                     to acquire
                    
(                    ) Ordinary Shares of Eloxx Pharmaceuticals Ltd., at a price of NIS ____ per share, all in accordance with the Plan. 

Attached to this Notice is a check in the amount of NIS
                     (NIS
                    ) as payment for the abovementioned shares. 

 

	
	 Yours sincerely,
  

 

	  
 The Trustee










 ELOXX PHARMACEUTICALS LTD. 

Appendix C 
 to Eloxx
Pharmaceuticals Ltd. Share Ownership and Option Plan (2013) 
 (Section 12.2) 

IRREVOCABLE PROXY AND POWER OF ATTORNEY 
 I, the
undersigned,                     , hereby appoint
Mr.                      or whomever shall replace him as trustee pursuant to the Eloxx Pharmacetucials Ltd. (the “Company”)
Share Ownership and Option Plan (2013) or whomever they shall designate (the “Trustee” and the “Plan”, respectively) as my proxy to participate and vote (or abstain) for me and on my behalf as he, at his sole
discretion, shall deem appropriate, on all matters at all meetings of shareholders (whether ordinary, extraordinary or otherwise), of the Company, on behalf of all the shares and/or options of the Company held by the Trustee on my behalf, if and
when applicable, and hereby authorize and grant a power of attorney to the Trustee as follows: 
 I hereby authorize and grant power of attorney to the
Trustee for as long as any shares and/or options which were allotted or granted on my behalf are held by the Trustee or registered in his/her name, or for as long as the certificates representing any shares are held by the Trustee, to exercise every
right, power and authority with respect to the shares and/or options and to sign in my name and on my behalf any document (including any agreement, including a merger agreement of the Company or an agreement for the purchase or sale of assets or
shares (including the shares of the Company held on my behalf) and any and all documentation accompanying any such agreements, such as, but not limited to, decisions, requests, instruments, receipts and the like), and any affidavit or approval with
respect to the shares and/or options or to the rights which they represent in the Company in as much as the Trustee shall deem it necessary or desirable to do so. In addition and without derogating from the generality of the foregoing, I hereby
authorize and grant power of attorney to the Trustee to sign any document as aforesaid and any affidavit or approval (such as any waiver of rights of first refusal to acquire shares which are offered for sale by other shareholders of the Company
and/or any preemptive rights to acquire any shares being allotted by the Company, in as much as such rights shall exist pursuant to the Company’s Articles of Association as shall be in existence from time to time) and/or to make and execute any
undertaking in my name and on my behalf if the Trustee shall, at his/her sole discretion, deem that the document, affidavit or approval is necessary or desirable for purposes of any placement of securities of the Company, whether private or public
(including lock-up arrangements and undertakings), whether in Israel or abroad, for purposes of a merger of the Company with another entity, whether the Company is the surviving entity or not, for purposes of
any reorganization or recapitalization of the Company or for purposes of any purchase or sale of assets or shares of the Company. 
 This Proxy and Power
of Attorney shall be interpreted in the widest possible sense, in reliance upon the Plan and upon the goals and intentions thereof. 
 This Proxy and
Power of Attorney shall expire and cease to be of force and effect immediately after the consummation of an IPO (as such term is defined in the Plan) and shall be irrevocable until such time as the rights of the Company and the Company’s








 
shareholders are dependent hereon. The expiration of this Power of Attorney shall in no manner effect the validity of any document (as aforesaid), affidavit or approval which has been signed or
given as aforesaid prior to the expiration hereof and in accordance herewith. 
 IN WITNESS WHEREOF, I have executed this Proxy and Power of Attorney
on the          day of                     , 20        . 

 
  

	
	  
  

 

	  

Name: