Exhibit 10.4


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made and entered into as of December [●], 2017 by and among Eloxx Pharmaceuticals,
Inc., a Delaware corporation (the “Company”), Eloxx Pharmaceuticals Ltd., an Israeli company, Eloxx Pharmaceuticals
U.S. Sub, Inc., a Delaware corporation (together with the Company and Eloxx Pharmaceuticals Ltd., the “Eloxx Companies”
and each an “Eloxx Company”), and [●] (“Indemnitee”).


 


WHEREAS, in light of
the litigation costs and risks to directors and officers resulting from their service to companies, and the desire of the Eloxx
Companies to attract and retain qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary
for each of the Eloxx Companies to indemnify and advance expenses on behalf of its and the other Eloxx Companies’ directors
and officers to the fullest extent permitted under Applicable Law so that they will serve or continue to serve the Eloxx Companies
free from undue concern regarding such risks;


 


WHEREAS, the Eloxx
Companies have requested that Indemnitee serve or continue to serve as a director and/or an officer of one or more of the Eloxx
Companies or may in the future request that Indemnitee serve one or more of the Eloxx Companies (as hereinafter defined) as a director
or an officer or in other capacities;


 


WHEREAS, one of the
conditions that Indemnitee requires in order to serve as a director and/or an officer of one or more of the Eloxx Companies is
that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee
may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more of the Designating
Stockholders (as hereinafter defined) (or their affiliates) and/or any insurer providing insurance coverage under any policy purchased
or maintained by such Designating Stockholders (or their affiliates), which Indemnitee, the Eloxx Companies and the Designating
Stockholders (or their affiliates) intend to be secondary to the primary obligation of the Eloxx Companies to indemnify Indemnitee
as provided herein, with the Eloxx Companies’ acknowledgement of and agreement to the foregoing being a material condition
to Indemnitee’s willingness to serve as a director and/or officer of one or more of the Eloxx Companies.


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Eloxx Companies and Indemnitee do hereby covenant and agree
as follows:


 


1.                 
Services by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of one or more of the Eloxx Companies.
Indemnitee may at any time and for any reason resign from such position (subject to any contractual obligation the Indemnitee may
have under any other agreement).


 


 




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2.                 
Indemnification - General. On the terms and subject to the conditions of this Agreement, the Eloxx Companies shall,
to the fullest extent permitted under Applicable Law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and
against, all losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter
defined) and other amounts that Indemnitee reasonably incurs and that result from, arise in connection with or are by reason of
Indemnitee’s Corporate Status (as hereinafter defined), including all interest, assessments and other charges paid or payable
in connection therewith, and shall advance Expenses to Indemnitee. The obligations of the Eloxx Companies under this Agreement
(a) are joint and several obligations of each Eloxx Company, (b) shall continue after such time as Indemnitee ceases to serve as
a director or an officer of the Eloxx Companies or in any other Corporate Status and (c) include, without limitation, claims for
monetary damages against Indemnitee in respect of any actual or alleged liability or other loss of Indemnitee, to the fullest extent
permitted under Applicable Law. A limitation under law of any Eloxx Company on providing indemnification or an advance of expenses
to Indemnitee shall not limit the indemnification and advancement obligations of any Eloxx Company not so limited.


 


3.                 
Proceedings Other Than Proceedings by or in the Right of the Eloxx Companies. If in connection with or by reason
of Indemnitee’s Corporate Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding
(as hereinafter defined) other than a Proceeding by or in the right of any of the Eloxx Companies to procure a judgment in its
favor, the Eloxx Companies shall, to the fullest extent permitted under Applicable Law, indemnify Indemnitee with respect to, and
hold Indemnitee harmless from and against, all losses, damages, liabilities, judgments, fines, penalties, costs, amounts paid in
settlement, Expenses and other amounts that Indemnitee reasonably incurs in connection with such Proceeding or any claim, issue
or matter therein, including all interest, assessments and other charges paid or payable in connection therewith.


 


4.                 
Proceedings by or in the Right of the Eloxx Companies. If in connection with or by reason of Indemnitee’s Corporate
Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any
of the Eloxx Companies to procure a judgment in such Eloxx Company’s favor, the Eloxx Companies shall, to the fullest extent
permitted under Applicable Law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses
reasonably incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.


 


5.                 
Mandatory Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to
the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to (or a participant in) and is successful,
on the merits or otherwise, in defense of any Proceeding (including, without limitation, any Proceeding brought by or in the right
of any Eloxx Company), the Eloxx Companies shall, to the fullest extent permitted under Applicable Law, indemnify Indemnitee with
respect to, and hold Indemnitee harmless from and against, all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee
in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Eloxx Companies shall, to the
fullest extent permitted under Applicable Law, indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on
behalf of Indemnitee in connection with each successfully resolved claim, issue or matter.


 




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For purposes of this Section 5
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a court of competent jurisdiction
with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue or matter; provided,
however, that any settlement of any claim, issue or matter in such a Proceeding shall not be deemed to be a successful result
as to such claim, issue or matter if such settlement is effected by Indemnitee without the Eloxx Companies’ prior written
consent, which consent shall not be unreasonably withheld, delayed or conditioned.


 


6.                 
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification
by any of the Eloxx Companies for some or a portion of the losses, damages, liabilities, judgments, fines, penalties, costs, amounts
paid in settlement, and Expenses, including all interest, assessments and other charges paid or payable in connection therewith,
incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter therein, in whole
or in part, the Eloxx Companies shall, to the fullest extent permitted under Applicable Law, indemnify Indemnitee to the fullest
extent to which Indemnitee is entitled to such indemnification.


 


7.                 
Indemnification for Additional Expenses Incurred to Secure Recovery or as Witness.


 


(a)              
The Eloxx Companies shall, to the fullest extent permitted under Applicable Law, indemnify Indemnitee with respect to, and
hold Indemnitee harmless from and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred
basis (as provided in Section 8 of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action or proceeding or part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses
by the Eloxx Companies under this Agreement, any other agreement, the Certificate of Incorporation, By-laws, limited liability
company agreement or other governing document of the applicable Eloxx Company as now or hereafter in effect; or (ii) recovery under
any director and officer liability insurance policy maintained by any Eloxx Company.


 


(b)              
To the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to
respond to discovery requests) in any Proceeding to which Indemnitee is not a party, the Eloxx Companies shall, to the fullest
extent permitted under Applicable Law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, and
the Eloxx Companies shall advance on an as-incurred basis (as provided in Section 8 of this Agreement), all Expenses reasonably
incurred by Indemnitee or on behalf of Indemnitee in connection therewith.


 


8.                 
Advancement of Expenses. The Eloxx Companies shall, to the fullest extent permitted under Applicable Law, pay on
a current and as-incurred basis all Expenses incurred by Indemnitee in connection with any Proceeding in any way connected with,
resulting from or relating to Indemnitee’s Corporate Status. Such Expenses shall be paid in advance of the final disposition
of such Proceeding, without regard to whether Indemnitee will ultimately be entitled to be indemnified for such Expenses and without
regard to whether an Adverse Determination (as hereinafter defined) has been or may be made. Upon submission of a request for


 




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advancement of Expenses pursuant to Section
9(c) of this Agreement, Indemnitee shall be entitled to advancement of Expenses as provided in this Section 8, and such
advancement of Expenses shall continue until such time (if any) as there is a final non-appealable judicial determination that
Indemnitee is not entitled to indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall
ultimately be determined in a decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is
not entitled to be indemnified by the Eloxx Companies for such Expenses. Such repayment obligation shall be unsecured and shall
not bear interest. The Eloxx Companies shall not impose on Indemnitee additional conditions to advancement or require from Indemnitee
additional undertakings regarding repayment. Indemnitee shall, in all events, be entitled to advancement of Expenses, without regard
to Indemnitee’s ultimate entitlement to indemnification, until the final determination of the Proceeding.


 


9.                 
Indemnification Procedures.


 


(a)              
Notice of Proceeding. Indemnitee agrees to notify the Eloxx Companies promptly upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject
to indemnification or advancement of Expenses hereunder. Any failure by Indemnitee to notify any Eloxx Company will not relieve
the Eloxx Companies of their advancement or indemnification obligations under this Agreement unless, and only to the extent that,
the Eloxx Companies can establish that such omission to notify resulted in actual and material prejudice to them, which prejudice
cannot be reversed or otherwise eliminated without any material negative effect on the Eloxx Companies, and the omission to notify
the Eloxx Companies will, in any event, not relieve any Eloxx Company from any liability which it may have to indemnify Indemnitee
otherwise than under this Agreement. If, at the time of receipt of any such notice, the Eloxx Companies have director and officer
liability insurance policies in effect, the Eloxx Companies will promptly notify the relevant insurers in accordance with the procedures
and requirements of such policies.


 


(b)              
Defense; Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any
claim or Proceeding with respect to Indemnitee. The Eloxx Companies shall not, without the prior written consent of Indemnitee,
which may be provided or withheld in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee
or which, in the reasonable opinion of Independent Counsel (as hereinafter defined), could have been brought against Indemnitee
or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such settlement solely
involves the payment of money or performance of any obligation by persons other than Indemnitee and includes an unconditional,
full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding and
an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Eloxx Companies have fully
indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts incurred
by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Eloxx Companies shall not be obligated to indemnify
Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without
the Eloxx Companies’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless
such settlement solely involves the


 




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payment of money or performance of any
obligation by persons other than the Eloxx Companies and includes an unconditional release of the Eloxx Companies by any party
to such Proceeding other than the Indemnitee from all liability on any matters that are the subject of such Proceeding and an acknowledgment
that the Eloxx Companies deny all wrongdoing in connection with such matters.


 


(c)              
Request for Advancement; Request for Indemnification.


 


(i)                
To obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Eloxx Companies a written request
therefor, together with such invoices or other supporting information as may be reasonably requested by the Eloxx Companies and
reasonably available to Indemnitee, and an unsecured written undertaking to repay amounts advanced only to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by any of the Eloxx Companies. The Eloxx Companies shall
make advance payment of Expenses to Indemnitee no later than five (5) business days after receipt of the written request for advancement
(and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any such written request for advancement
of Expenses, the Eloxx Companies have director and officer insurance policies in effect, the Eloxx Companies shall promptly notify
the relevant insurers in accordance with the procedures and requirements of such policies. The Eloxx Companies shall thereafter
keep such director and officer insurers informed of the status of the Proceeding or other claim (with assistance from the Indemnitee
as reasonably required) and take such other actions, as appropriate to secure coverage of Indemnitee for such claim.


 


(ii)       To
obtain indemnification under this Agreement, at any time before or after submission of a request for advancement pursuant to Section
9(c)(i) of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee
submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion.
Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such a written
request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the
extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required to be made, as
a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i)
of this Agreement. If, at the time of receipt of any such request for indemnification, the Eloxx Companies have director and officer
insurance policies in effect, the Eloxx Companies shall promptly notify the relevant insurers and take such other actions as necessary
or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements of such policies.


 


(d)              
Determination. The Eloxx Companies agree that Indemnitee shall be indemnified to the fullest extent permitted under
Applicable Law and that no Determination shall be required in connection with such indemnification unless specifically required
by Applicable Law which cannot be waived. In no event shall a Determination be required in connection with indemnification for
Expenses pursuant to Section 7 of this Agreement or incurred in connection with any Proceeding or portion thereof with respect
to which Indemnitee has been successful on the merits or otherwise. Any decision that a Determination is required by Applicable
Law in connection with any other indemnification of Indemnitee, and any such Determination, shall be


 




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made within twenty (20) days after receipt
of Indemnitee’s written request for indemnification pursuant to Section 9(c)(ii) of this Agreement and such Determination
shall be made either (i) by the Disinterested Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee
does not request that such Determination be made by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee,
in Indemnitee’s sole discretion, by Independent Counsel in a written opinion to the Eloxx Companies and Indemnitee. If a
Determination is made that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within five (5) business
days after such Determination. Indemnitee shall reasonably cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with
the Disinterested Directors or Independent Counsel, as the case may be, making such determination shall be advanced and borne by
the Eloxx Companies (irrespective of the Determination as to Indemnitee’s entitlement to indemnification) and each Eloxx
Company is liable to indemnify and hold Indemnitee harmless therefrom. If the person, persons or entity empowered or selected under
this Section 9(d) to determine whether Indemnitee is entitled to indemnification shall not have made a determination within
twenty (20) days after receipt by the Eloxx Companies of the request therefor, the requisite determination of entitlement to indemnification
shall, to the fullest extent not prohibited by Applicable Law, be deemed to have been made and Indemnitee shall be entitled to
such indemnification, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading in connection with the request for indemnification that actually
prejudices the Eloxx Companies, or (ii) a prohibition of such indemnification under Applicable Law; provided, however,
that such twenty (20) day period may be extended for a reasonable time, not to exceed an additional twenty (20) days, if the person,
persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional
time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 9(d) shall not apply if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 9(e) of this Agreement.


 


(e)              
Independent Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant
to Section 9(d) of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of
Directors, in which event the Board of Directors shall make such selection on behalf of the Eloxx Companies, subject to the remaining
provisions of this Section 9(e)), and Indemnitee or the Eloxx Companies, as the case may be, shall give written notice to
the other, advising the Eloxx Companies or Indemnitee of the identity of the Independent Counsel so selected. The Eloxx Companies
or Indemnitee, as the case may be, may, within five (5) days after such written notice of selection shall have been received, deliver
to Indemnitee or the Eloxx Companies, as the case may be, a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements
of “Independent Counsel” as defined in Section 15 of this Agreement,


 




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and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent
Counsel. If a written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is
without merit. If, within ten (10) days after submission by Indemnitee of a written request for indemnification pursuant to Section
9(c)(ii) of this Agreement and after a request for the appointment of Independent Counsel has been made, no Independent Counsel
shall have been selected and not objected to, either the Eloxx Companies or Indemnitee may petition a court of competent jurisdiction
for resolution of any objection which shall have been made by the Eloxx Companies or Indemnitee to the other’s selection
of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 9(d) of this Agreement. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing). Any expenses incurred
by or in connection with the appointment of Independent Counsel shall be borne by the Eloxx Companies (irrespective of the Determination
of Indemnitee’s entitlement to indemnification) and not by Indemnitee.


 


(f)               
Consequences of Determination; Remedies of Indemnitee. The Eloxx Companies shall be bound by and shall have no right
to challenge a Favorable Determination. If an Adverse Determination is made, or if for any other reason the Eloxx Companies do
not make timely indemnification payments or advances of Expenses, Indemnitee shall have the right to commence a Proceeding before
a court of competent jurisdiction to challenge such Adverse Determination and/or to require the Eloxx Companies to make such payments
or advances (and the Company shall have the right to defend its position in such Proceeding and to appeal any adverse judgment
in such Proceeding). Indemnitee shall be entitled to be indemnified for all Expenses incurred in connection with such a Proceeding
and to have such Expenses advanced by the Company in accordance with Section 8 of this Agreement. If Indemnitee fails to
challenge an Adverse Determination within twenty (20) business days, or if Indemnitee challenges an Adverse Determination and such
Adverse Determination has been upheld by a final judgment of a court of competent jurisdiction from which no appeal can be taken,
then, to the extent and only to the extent required by such Adverse Determination or final judgment, the Eloxx Companies shall
not be obligated to indemnify Indemnitee under this Agreement.


 


(g)              
Presumptions; Burden and Standard of Proof. The parties intend and agree that, to the extent permitted under Applicable
Law, in connection with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person,
including a court:


 


(i)                
it will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Eloxx Companies or any other person or entity challenging such right will have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption;


 




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(ii)             
the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the applicable Eloxx Company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)           
Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the applicable Eloxx Company, including financial statements, or on information supplied to Indemnitee by the officers, employees
or committees of the board of directors of the applicable Eloxx Company, or on the advice of legal counsel or other advisors (including
financial advisors and accountants) for the applicable Eloxx Company or on information or records given in reports made to the
applicable Eloxx Company by an independent certified public accountant or by an appraiser or other expert or advisor selected by
the applicable Eloxx Company; and


 


(iv)            
the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of any of the Eloxx Companies
or relevant enterprises will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s
rights hereunder.


 


The provisions of this
Section 9(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may
be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


10.             
Remedies of Indemnitee.


 


(a)              
In the event that (i) a determination is made pursuant to Section 9(d) of this Agreement that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 and
Section 9(c)(i) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant
to Section 9(d) of this Agreement within twenty (20) days after receipt by the Eloxx Companies of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 5, 6 or 7 of this Agreement within five
(5) business days after receipt by the Eloxx Companies of a written request therefor, (v) payment of indemnification pursuant to
Section 3, 4 or 7 of this Agreement is not made within five (5) business days after a determination has been
made that Indemnitee is entitled to indemnification or (vi) the Eloxx Companies or any other person takes or threatens to take
any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed
to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
Rules of the American Arbitration Association. The Eloxx Companies shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 




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(b)              
In the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced
by reason of that adverse determination, and (ii) the Eloxx Companies shall bear the burden of establishing that Indemnitee is
not entitled to indemnification.


 


(c)              
If a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee is entitled to
indemnification, the Eloxx Companies shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant
to this Section 10, absent (i) a misstatement by Indemnitee of a material fact or an omission of a material fact necessary
to make Indemnitee’s statement not materially misleading in connection with the request for indemnification that actually
prejudices the Eloxx Companies, or (ii) a prohibition of such indemnification under Applicable Law.


 


(d)              
The Eloxx Companies shall, to the fullest extent not prohibited by Applicable Law, be precluded from asserting in any judicial
proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are
not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Eloxx Companies
are bound by all the provisions of this Agreement.


 


11.             
Insurance; Subrogation; Other Rights of Recovery, etc.


 


(a)              
Each Eloxx Company shall use its reasonable best efforts to purchase and maintain a policy or policies of insurance with
reputable insurance companies with A.M. Best ratings of “A” or better, providing Indemnitee with coverage for any liability
asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status,
or arising out of Indemnitee’s status as such, whether or not any such Eloxx Company would have the power to indemnify Indemnitee
against such liability. Such insurance policies shall have coverage terms and policy limits at least as favorable to Indemnitee
as the insurance coverage provided to any other director or officer of the Eloxx Companies. If any Eloxx Company has such insurance
in effect at the time it receives from Indemnitee any notice of the commencement of an action, suit, proceeding or other claim,
such Eloxx Company shall give prompt notice of the commencement of such action, suit, proceeding or other claim to the insurers
and take such other actions in accordance with the procedures set forth in the policy as required or appropriate to secure coverage
of Indemnitee for such action, suit, proceeding or other claim. Such Eloxx Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action, suit, proceeding
or other claim in accordance with the terms of such policy. Such Eloxx Company shall continue to provide such insurance coverage
to Indemnitee for a period of at least ten (10) years after Indemnitee ceases to serve as a director or an officer or in any other
Corporate Status.


 


(b)              
In the event of any payment by any Eloxx Company under this Agreement, such Eloxx Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee against any other Eloxx Company, and Indemnitee hereby agrees, as
a condition to obtaining any advancement or indemnification from the Eloxx Companies, to assign to such Eloxx Company all of Indemnitee’s
rights to obtain from such other Eloxx Company such


 




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amounts to the extent that they have been
paid by such Eloxx Company to or for the benefit of Indemnitee as advancement or indemnification under this Agreement and are adequate
to indemnify Indemnitee with respect to the costs, Expenses or other items to the full extent that Indemnitee is entitled to indemnification
or other payment hereunder; and Indemnitee will (upon request by the Eloxx Companies) execute all papers required and use reasonable
best efforts to take all action reasonably necessary to secure such rights, including execution of such documents as are necessary
to enable such Eloxx Company to bring suit or enforce such rights.


 


(c)              
Each of the Eloxx Companies hereby unconditionally and irrevocably waives, relinquishes and releases, and covenants and
agrees not to exercise (and to cause each of the other Eloxx Companies not to exercise), any rights that such Eloxx Company may
now have or hereafter acquire against any Designating Stockholder (or former Designating Stockholder), insurer of such Designating
Stockholder (or former Designating Stockholder) or Indemnitee that arise from or relate to the existence, payment, performance
or enforcement of the Eloxx Companies’ obligations under this Agreement or under any other indemnification agreement (whether
pursuant to contract, by-laws or charter) with any person or entity, including, without limitation, any right of subrogation (whether
pursuant to contract or common law), reimbursement, exoneration, contribution or indemnification, or to be held harmless, and
any right to participate in any claim or remedy of Indemnitee against any Designating Stockholder (or former Designating Stockholder)
or Indemnitee, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including,
without limitation, the right to take or receive from any Designating Stockholder (or former Designating Stockholder), insurer
of such Designating Stockholder (or former Designating Stockholder) or Indemnitee, directly or indirectly, in cash or other property
or by set-off or in any other manner, payment or security on account of such claim, remedy or right.


 


(d)              
The Eloxx Companies shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement
or under any other indemnification agreement if, and to the extent that, Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement or otherwise; provided, however, that (i) the Eloxx Companies hereby
agree that they are the indemnitors of first resort under this Agreement and under any other indemnification agreement (i.e., their
obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification
to Indemnitee are primary and any obligation of any Designating Stockholder (or any affiliate thereof other than any Eloxx Company)
and/or any obligation of any insurer providing insurance coverage under any policy purchased or maintained by such Designating
Stockholders (or by any affiliate thereof, other than any Eloxx Company) to provide advancement or indemnification for the same
Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, liabilities, judgments, penalties, fines and amounts
paid in settlement) incurred by Indemnitee are secondary), (ii) the Eloxx Companies shall be required to advance the full amount
of expenses incurred by any such Indemnitee and shall be liable for the full amount of all liability and loss suffered by such
Indemnitee (including, but not limited to, Expenses, judgments, fines and amounts paid in










 




    	 	10	 



     


    

settlement actually and reasonably incurred
by such Indemnitee in connection with such Proceeding), without regard to any rights any such Indemnitee may have against any
Designating Stockholder or against any insurance carrier providing insurance coverage to Indemnitee under any insurance policy
issued to a Designating Stockholder and (iii) if any Designating Stockholder (or any affiliate thereof other than any Eloxx Company)
pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement
(whether pursuant to contract, by-laws or charter) with Indemnitee, then (x) such Designating Stockholder (or such affiliate,
as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (y) the Eloxx Companies
shall fully indemnify, reimburse and hold harmless such Designating Stockholder (or such other affiliate) for all such payments
actually made by such Designating Stockholder (or such other affiliate).


 


(e)              
The Eloxx Companies’ obligation to indemnify or advance Expenses hereunder to Indemnitee in respect of or relating
to Indemnitee’s service at the request of any of the Eloxx Companies as a director, officer, employee, fiduciary, trustee,
representative, partner or agent of any other Eloxx Company shall be reduced by any amount Indemnitee has actually received as
payment of indemnification or advancement of Expenses from such other Eloxx Company, except to the extent that such indemnification
payments and advance payment of Expenses when taken together with any such amount actually received from other Eloxx Companies
or under director and officer insurance policies maintained by one or more Eloxx Companies are inadequate to fully pay all costs,
Expenses or other items to the full extent that Indemnitee is otherwise entitled to indemnification or other payment hereunder.


 


(f)               
Except as provided in Sections 11(c), 11(d) and 11(e) of this Agreement, the rights to indemnification
and advancement of Expenses as provided by this Agreement shall not be deemed exclusive of, and shall be considered supplemental
to, any other rights to which Indemnitee may at any time, whenever conferred or arising, be entitled under Applicable Law, under
the Eloxx Companies’ Certificates of Incorporation or By-Laws, or under any other agreement, vote of stockholders or resolution
of directors of any Eloxx Company, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights
that fully vest upon Indemnitee’s first service as a director or an officer of any of the Eloxx Companies. The Parties hereby
agree that Sections 11(c), 11(d) and 11(e) of this Agreement shall be deemed exclusive and shall be deemed
to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement
or document with any Eloxx Company.


 


(g)              
No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior
to such amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or
other Applicable Law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than
would be afforded currently under the Eloxx Companies’ Certificates of Incorporation or By-Laws and this Agreement, it is
the intent of the





 




    	 	11	 



     


    

parties hereto that Indemnitee enjoy by
this Agreement the greater benefits so afforded by such change. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


12.             
Employment Rights; Successors; Third Party Beneficiaries.


 


(a)              
This Agreement shall not be deemed an employment contract between the Eloxx Companies and Indemnitee. This Agreement shall
continue in force as provided above after Indemnitee has ceased to serve as a director or an officer of the Eloxx Companies or
any other Corporate Status.


 


(b)              
This Agreement shall be binding upon each of the Eloxx Companies and their successors and assigns and shall inure to the
benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. If any of the Eloxx Companies or any of their
respective successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the
continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its
properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made
so that the successors and assigns of the Eloxx Companies shall assume all of the obligations set forth in this Agreement.


 


(c)              
The Designating Stockholders are express third party beneficiaries of this Agreement, are entitled to rely upon this Agreement,
and may specifically enforce the Eloxx Companies’ obligations hereunder (including but not limited to the obligations specified
in Section 11 of this Agreement) as though a party hereunder.


 


13.             
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (ii)
such provision or provisions shall be deemed reformed to the extent necessary to conform to Applicable Law and to give the maximum
effect to the intent of the parties hereto; and (iii) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or
unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


14.             
Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement
and except as provided in Section 7(a) of this Agreement or as may otherwise be agreed by any Eloxx Company, Indemnitee
shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding brought
by Indemnitee (other than a Proceeding by Indemnitee (i) by way of defense or counterclaim or other similar portion of a Proceeding,
(ii) to enforce Indemnitee’s







 




    	 	12	 



     


    

rights under this Agreement or (iii) to
enforce any other rights of Indemnitee to indemnification, advancement or contribution from the Eloxx Companies under any other
contract, by-laws or charter or under statute or other law, including any rights under Section 145 of the Delaware General Corporation
Law), unless the bringing of such Proceeding or making of such claim shall have been approved by the board of directors of the
applicable Eloxx Company.


 


15.             
Definitions. For purposes of this Agreement:


 


(a)              
“Applicable Law” means, as applied to each Eloxx Company, any law applicable to such Eloxx Company as
in existence on the date hereof and as amended from time to time; provided, however, that under all circumstances
Applicable Law shall be construed assuming that Indemnitee is a director or officer of the indemnifying corporation for purposes
of determining the availability and scope of any indemnification right afforded to Indemnitee under this Agreement; provided,
further, that as applied to Eloxx Pharmaceuticals Ltd., Applicable Law shall be construed to treat Section 145 of the Delaware
General Corporation Law (as in existence on the date hereof and as amended from time to time, including any successor provision
thereto) as if it was applicable to Eloxx Pharmaceuticals Ltd.


 


(b)              
“Board of Directors” means the board of directors of the Company.


 


(c)              
“By-laws” means, in each case, the bylaws or similar governing document of the relevant company as amended
from time to time.


 


(d)              
“Certificate of Incorporation” means, in each case, the certificate of incorporation, articles of incorporation
or similar constituting document of the relevant company as amended from time to time.


 


(e)              
“Corporate Status” describes the status of a person by reason of such person’s past, present or
future service as a director, officer, employee, fiduciary, trustee, or agent of any of the Eloxx Companies (including, without
limitation, one who serves at the request of any of the Eloxx Companies as a director, officer, employee, fiduciary, trustee or
agent of any other Eloxx Company).


 


(f)                “Designating
Stockholder” means any of the [____________________] , in each case so long as an individual designated (directly or indirectly) by the
[____________________] or any of their respective
affiliates serves or has served as a director and/or officer of any Eloxx Company.


 


(g)              
“Determination” means a determination that either (i) there is a reasonable basis for the conclusion
that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct
(a “Favorable Determination”) or (ii)







 




    	 	13	 



     


    

there is no reasonable basis for the conclusion
that indemnification of Indemnitee is proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct
(an “Adverse Determination”). An Adverse Determination shall include the decision that a Determination was required
in connection with indemnification and the decision as to the applicable standard of conduct.


 


(h)              
“Disinterested Director” means a director of the Company (or, if a Determination is necessary with respect
to a Eloxx Company other than the Company, a director of such Eloxx Company) who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest
of the Indemnitee.


 


(i)                
“Expenses” shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever
and shall specifically include, without limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs,
fees and costs of experts, witness fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed
receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the
types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or
preparing to be a witness, in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including,
but not limited to, the premium for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges
paid or payable in connection with or in respect of any such Expenses, and shall also specifically include, without limitation,
all reasonable attorneys’ fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing
and submitting any requests or statements for indemnification, advancement, contribution or any other right provided by this Agreement.
Expenses, however, shall not include amounts of judgments or fines against Indemnitee.


 


(j)                
“Independent Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced
in matters of corporation law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent:
(i) any Eloxx Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning
Indemnitee under this Agreement, or of other indemnities under similar indemnification agreements), or (ii) any other party to
the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Eloxx Companies or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Eloxx Companies agree to pay the reasonable fees and expenses of the Independent Counsel referred
to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto and to be jointly and severally liable therefor.


 


(k)              
“Eloxx Company” means any Eloxx Company, any of their respective subsidiaries and any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise with respect to which Indemnitee
serves as a director,


 




    	 	14	 



     


    

officer, employee, partner, representative,
fiduciary, trustee or agent, or in any similar capacity, at the request of any Eloxx Company.


 


(l)                
“Proceeding” includes any actual, threatened, pending or completed action, suit, arbitration, alternate
dispute resolution mechanism, investigation (formal or informal), inquiry, administrative hearing or any other actual, threatened,
pending or completed proceeding, whether brought by or in the right of any Eloxx Company or otherwise and whether civil, criminal,
administrative or investigative in nature, in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise,
by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s
part while acting as director, officer, employee, fiduciary, trustee or agent of any Eloxx Company (in each case whether or not
Indemnitee is acting or serving in any such capacity or has such status at the time any liability or expense is incurred for which
indemnification or advancement of Expenses can be provided under this Agreement). If Indemnitee believes in good faith that a given
situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


16.             
Construction. Whenever required by the context, as used in this Agreement the singular number shall include the plural,
the plural shall include the singular, and all words herein in any gender shall be deemed to include (as appropriate) the masculine,
feminine and neuter genders.


 


17.             
Reliance. The Eloxx Companies expressly confirm and agree that they have entered into this Agreement and assumed
the obligations imposed on each of them hereby in order to induce Indemnitee to serve as a director and/or an officer of one or
more of the Eloxx Companies, and the Eloxx Companies acknowledge that Indemnitee is relying upon this Agreement in serving as a
director and/or an officer of one or more of the Eloxx Companies.


 


18.             
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in a writing identified as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party
hereunder (including the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent
of such party, and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


19.             
Notice Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall
be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after
the date on which it is so mailed:


 


(a)              
If to Indemnitee to:


 


[●]


 


(b)              
If to any Eloxx Company, to:


 




    	 	15	 



     


    

c/o Eloxx Pharmaceuticals, Inc.


950 Winter Street,


Waltham, MA 02451


Attn: Gregory Weaver


 


with a copy to:Ropes & Gray LLP


1211 6th Avenue


New York, NY 10036


Attn: Carl Marcellino


 


or to such other address as may have been
furnished (in the manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished
by Indemnitee to the Eloxx Companies and (b) in the case of a change in address for notices to any Eloxx Company, furnished by
the Eloxx Companies to Indemnitee.


 


20.             
Contribution. To the fullest extent permissible under Applicable Law, if the indemnification provided for in this
Agreement is unavailable to Indemnitee for any reason whatsoever, the Eloxx Companies, in lieu of indemnifying Indemnitee, shall
contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid
in settlement and/or for reasonably incurred Expenses, in connection with any claim relating to an indemnifiable event under this
Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order
to reflect (i) the relative benefits received by the Eloxx Companies and Indemnitee as a result of the event(s) and/or transaction(s)
giving cause to such Proceeding; and/or (ii) the relative fault of the Eloxx Companies (and their other directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


21.             
Governing Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal
relations among the parties shall, to the fullest extent permitted under Applicable Law, be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Eloxx Companies and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Court of Chancery of the State of Delaware (the “Delaware Court”), and not in any
other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement,
(iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree
not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper
or otherwise inconvenient forum.


 


22.             
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed
to constitute part of this Agreement or to affect the construction thereof.


 




    	 	16	 



     


    

23.             
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be
deemed to be an original but all of which together shall constitute one and the same Agreement.


 


[Remainder of Page Intentionally Blank]




    	 	17	 



     


    

IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the date first above written.


 


	The Company:	ELOXX PHARMACEUTICALS, INC.
	 	 
	 	
        By:___________________________________

        Name:

        Title:

	 	 
	 	 
	[Additional Subsidiaries]	[TBD]
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	Indemnitee:	
        ______________________________________

        Name: [NAME OF DIRECTOR]

	 	 
	 	 


 


 





[Signature Page to Indemnification Agreement]