Exhibit 10.3


 


	XTL
        Biopharmaceuticals LTD.

         

        THE
        2011 GLOBAL INCENTIVE OPTION SCHEME



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


DEFINITIONS


 


For purposes of the Global Incentive Option
Scheme and related documents, including without limited, the Grant Notification Letter, the following definitions shall apply:


 


		(a)	“Board” - the Board of Directors of
the Company.



 


		(b)	“Cause” – any of the following:



 


(i) conviction of any
felony involving moral turpitude or affecting the Company or any of its affiliates;


(ii) any refusal to
carry out a reasonable directive of the chief executive officer, the Board or the Grantee’s direct supervisor, which involves
the business of the Company or any of its affiliates and was capable of being lawfully performed;


(iii) embezzlement
of funds of the Company or any of its affiliates;


(iv) any breach of
the Grantee’s fiduciary duties or duties of care of the Company or any of its affiliates; including without limitation disclosure
of confidential information of the Company or any of its affiliates;


(v) any conduct (other
than conduct in good faith), including without limitation, any act or omission, reasonably determined by the Board to be materially
detrimental to the Company or any of its affiliates; and/or


(vi) if and as such
term is or may be defined under the Grantee’s employment agreement, service agreement or any other engagement agreement with
the Company or any of its affiliates; and/or


(vii) should circumstances
arise as a result of which the Grantees’ employment with the Company and/or any of its affiliates is or may be terminated
without severance pay.


 


For the avoidance of any doubt, it is hereby
clarified that in any event of conflict between the definition of the term “Cause” in this Scheme and the definition
of the term “Cause” in a certain employment agreement, the definition in this Scheme shall prevail in connection with
the Option, with the Grant Notification Letter and with this Scheme.


 


		(c)	“Chairman” - the chairman of the Committee.



 


		(d)	"Committee" - a compensation committee
appointed by the Board, which shall consist of no fewer than two members of the Board.



 


		(e)	"Company" –XTL Biopharmaceuticals
Ltd., an Israeli company.



 


		(f)	“Date of Grant” - the date of grant
of an Option, as determined by the Board or the Committee and set forth in the Grantee’s Grant Notification Letter.



 


		(g)	“Employee” - a person who is employed
by the Company or any affiliate.



 


		(h)	“Expiration Date” - the date upon which
an Option shall expire, as set forth in Section 7.2 of the Scheme.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


 


		(i)	"Fair Market Value” - as of any date, the value of a Share determined as follows:



 


(i) If
the Shares are listed on any established Share exchange or a national market system, including without limitation the Tel-Aviv
Share Exchange, the NASDAQ National Market system, or the NASDAQ SmallCap Market of the NASDAQ Share Market, the Fair Market Value
shall be the closing sales price for such Shares (or the closing bid, if no sales were reported), as quoted on such exchange or
system for the last market trading day prior to time of determination, as reported in the Wall Street Journal, or such other source
as the Board deems reliable;


(ii) If the Shares are regularly quoted
by a recognized securities dealer but selling prices are not reported, the Fair Market Value shall be the mean between the high
bid and low asked prices for the Shares on the last market trading day prior to the day of determination, or;


(iii) In the absence of an established
market for the Shares, the Fair Market Value thereof shall be determined in good faith by the Board.


 


		(j)	"Grantee" - a person who receives or holds an Option under the Scheme.



 


		(k)	"Grant Notification Letter" - a document to be signed between the Company and
a Grantee that sets out and inform the Grantee with respect to the terms and conditions of the grant of an Option.



 


		(l)	“Non-Employee”
- a director, consultant, advisor, service provider of
the Company or any affiliate, or any other person who is not an Employee.



 


		(m)	“Option” - an option to purchase one or more Shares of the Company pursuant
to the Scheme.



 


		(n)	“Purchase Price” - the price for each Share subject to an Option.



 


		(o)	"Scheme" - this 2011 Global Incentive Option Scheme.



 


		(p)	“Share” - the ordinary shares, 0.1 NIS par value each, of the Company.



 


		(q)	“Successor Company” - any entity the Company is merged to or is acquired by,
in which the Company is not the surviving entity.



 


		(r)	“Transaction” –



 


(i) Merger, acquisition
or reorganization of the Company with one or more other entities in which the Company is not the surviving entity;


(ii) A sale of all
or substantially all of the assets of the Company.


 


		(s)	“Vested Option” - any Option, which has already been vested according to the
Vesting Dates.



 


		(t)	“Vesting Dates” - as determined by the Board or by the Committee, the date as
of which the Grantee shall be entitled to exercise the Options or part of the Options, as set forth in Section 10 of the Scheme
and in the Grantee’s Grant Notification Letter.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


THE SCHEME


 


This scheme, as amended from time to time,
shall be known as XTL Biopharmaceuticals Ltd. 2011 Global Incentive Option Scheme.


 


		1.	PURPOSE OF THE SCHEME



 


The Scheme is intended to provide an incentive
to retain, in the employ of the Company and its affiliates, persons of training, experience, and ability, to attract new
employees, directors, consultants, service providers and any other entity which the Board shall decide their services are considered
valuable to the Company, to encourage the sense of proprietorship of such persons, and to stimulate the active interest of such
persons in the development and financial success of the Company by providing them with opportunities to purchase shares in the
Company, pursuant to the Scheme.


 


Incentives under the Scheme shall only
be issued to Grantees subject to the applicable law in their respective country of residence for tax purposes or any other purposes,
as the case may be.


 


		2.	ADMINISTRATION OF THE SCHEME



 


		2.1	The Board shall have the power to administer the Scheme either directly or upon the recommendation
of the Committee, all as provided by applicable law and in the Company’s Articles of Association. Notwithstanding the above,
the Board shall automatically have residual authority if no Committee shall be constituted or if such Committee shall cease to
operate for any reason.



 


		2.2	The Committee shall select one of its members as its Chairman and shall hold its meetings at such
times and places as the Chairman shall determine. The Committee shall keep records of its meetings and shall make such rules and
regulations for the conduct of its business as it shall deem advisable.



 


		2.3	The Board and/or the
Committee, if applicable subject to the approval of the Board, to the extent required under applicable law (and subject further
to applicable laws) shall have the full power and authority to:



 


(i) designate participants;


(ii) determine the terms and
provisions of the respective Grant Notification Letters, including, but not limited to, the number of Options to be granted to
each Grantee, the number of Shares to be covered by each Option, provisions concerning the time and the extent to which the Options
may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial
risk of forfeiture and to cancel or suspend awards, as necessary;


(iii) determine the Fair Market
Value of the Shares covered by each Option;


(iv) designate the type of
Options;


 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


(v) alter any restrictions
and conditions of any Options or Shares subject to any Options;

 (vi) interpret the provisions and supervise the administration
of the Scheme;


(vii) accelerate the right
of a Grantee to exercise in whole or in part, any previously granted Option;


(viii) determine the Purchase
Price of the Option;


(ix) prescribe, amend and rescind
rules and regulations relating to the Scheme; and


(x)
make all other determinations deemed necessary or advisable for the administration of the Scheme.


 


		2.4	The Board or the Committee
shall have the authority to grant, at its discretion, to the holder of an outstanding Option, in exchange for the surrender and
cancellation of such Option, a new Option having a purchase price equal to, lower than or higher than the Purchase Price of the
original Option so surrendered and canceled and containing such other terms and conditions, or to change the Purchase Price as
the Board or the Committee may prescribe in accordance with the provisions of the Scheme.



 


		2.5	Subject to the Company’s Articles of Association, all decisions and selections made by the
Board or the Committee pursuant to the provisions of the Scheme shall be made by a majority of its members except that no member
of the Board or the Committee shall vote on, or be counted for quorum purposes, with respect to any proposed action of the Board
or the Committee relating to any Option to be granted to that member. Any decision reduced to writing shall be executed in accordance
with the provisions of the Company’s Articles of Association, as the same may be in effect from time to time.



 


		2.6	The interpretation and construction by the Committee of any provision of the Scheme or of any Grant
Notification Letter there under shall be final and conclusive unless otherwise determined by the Board.



 


		2.7	Subject to the Company’s Articles of Association and the Company’s decision, and to
all approvals legally required, including, but not limited to the provisions of any applicable law, each member of the Board or
the Committee shall be indemnified and held harmless by the Company against any cost or expense (including counsel fees) reasonably
incurred by him, or any liability (including any sum paid in settlement of a claim with the approval of the Company) arising out
of any act or omission to act in connection with the Scheme unless arising out of such member's own fraud or bad faith, to the
extent permitted by applicable law. Such indemnification shall be in addition to any rights of indemnification the member may have
as a director or otherwise under the Company's Articles of Association, any agreement, any vote of shareholders or disinterested
directors, insurance policy or otherwise.



 


		3.	DESIGNATION OF PARTICIPANTS



 


The persons eligible for participation
in the Scheme as Grantees shall include any Employees and/or Non-Employees of the Company or of any affiliate.


 


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 Scheme or any other option or share plan of the Company or any of its affiliates.


 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		4.	SHARES RESERVED FOR THE SCHEME; RESTRICTION THEREON



 


		4.1	The Company has reserved 10,000,000 authorized but unissued Shares, for the purposes of the Scheme
and for the purposes of any other share option plans which may be adopted by the Company in the future, subject to adjustment as
set forth in Section 6 below. Any Shares which remain unissued and which are not subject to the outstanding Options at the termination
of the Scheme shall cease to be reserved for the purpose of the Scheme, but until termination of the Scheme the Company shall at
all times reserve sufficient number of Shares to meet the requirements of the Scheme. Should any Option for any reason expire or
be canceled prior to its exercise or relinquishment in full, the Shares subject to such Option may again be subjected to an Option
under the Scheme or under the Company’s other share option plans.



 


		4.2	Each Option granted pursuant to the Scheme, shall be evidenced by a written Grant Notification
Letter between the Company and the Grantee, in such form as the Board or the Committee shall from time to time approve. Each Grant
Notification Letter shall state, among other matters, the number of Shares to which the Option relates, the type of Option granted
thereunder, the Vesting Dates, the Purchase Price per share, the Expiration Date and such other terms and conditions as the Committee
or the Board in its discretion may prescribe, provided that they are consistent with this Scheme.



 


		5.	PURCHASE PRICE



 


		5.1	The Purchase Price of each Share subject to an Option shall be determined by the Committee in its
sole and absolute discretion in accordance with applicable law, subject to any guidelines as may be determined by the Board from
time to time. Each Grant Notification Letter will contain the Purchase Price determined for each Grantee.



 


		5.2	Without derogating from the above and in addition thereto, the Purchase Price of each Share subject
to an Option shall be payable upon the exercise of an Option in the following acceptable forms of payment:



			



 


		(i)	cash, check or wire transfer;



 


		(ii)	at the discretion of the Committee, through delivery of Share (including other Share subject to
the Options being exercised) having a Fair Market Value equal as of the date of exercise to the Purchase Price of the Share purchased
and acquired upon the exercise of the Option, or by a different form of cashless exercise method through a third party broker as
approved by the Committee;



 


		(iii)	at the discretion of the Committee, any combination of the methods of payment permitted by any
paragraph of this Section 5.2.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		5.3	The Purchase Price shall be denominated in the currency of the primary economic environment of,
either the Company or the Grantee (that is the functional currency of the Company or the currency in which the Grantee is paid)
as determined by the Company.



 


		6.	ADJUSTMENTS



 


Upon the occurrence of any of the following
described events, Grantee's rights to purchase Shares under the Scheme shall be adjusted as hereafter provided:


 


		6.1	In the event of Transaction, the unexercised Options then outstanding under the Scheme shall be
assumed or substituted for an appropriate number of shares of each class of shares or other securities of the Successor Company
(or a parent or subsidiary of the Successor Company) as were distributed to the shareholders of the Company in connection and with
respect to the Transaction. In the case of such assumption and/or substitution of Options, appropriate adjustments shall be made
to the Purchase Price so as to reflect such action and all other terms and conditions of the Grant Notification Letters shall remain
unchanged, including but not limited to the vesting schedule, all subject to the determination of the Committee or the Board, which
determination shall be in their sole discretion and final. The Company shall notify the Grantee of the Transaction in such form
and method as it deems applicable at least 7 days prior to the effective date of such Transaction.



 


		6.2	Notwithstanding the above
and subject to any applicable law, the Board or the Committee shall have full power and authority to determine that in certain
Grant Notification Letters there shall be a clause instructing that, if in any such Transaction as described in Section 6.1 above,
the Successor Company (or parent or subsidiary of the Successor Company) does not agree to assume or substitute for the Options,
the Vesting Dates shall be accelerated so that any unvested
Option or any portion thereof shall be immediately vested as of the date which is 7 days prior to the effective date of the Transaction.



 


		6.3	For the purposes of Section 6.1 above, an Option shall be
                                                                                                                        considered assumed or substituted if, following the Transaction, the Option confers the right to purchase or receive, for
                                                                                                                        each Share underlying an Option immediately prior to the Transaction, the consideration (whether shares, options, cash, or
                                                                                                                        other securities or property) received in the Transaction by holders of shares held on the effective date of the Transaction
                                                                                                                        (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority
                                                                                                                        of
                                                                                                                        the outstanding shares); provided, however, that if such consideration received in the Transaction is not solely ordinary
                                                                                                                        shares (or their equivalent) of the Successor Company or its parent or subsidiary, the Committee may, with the consent of
                                                                                                                        the
                                                                                                                        Successor Company, provide for the consideration to be received upon the exercise of the Option to be solely ordinary shares
                                                                                                                        (or their equivalent) of the Successor Company or its parent or subsidiary equal in Fair Market Value to the per Share
                                                                                                                        consideration received by holders of a majority of the outstanding shares in the Transaction; and provided further that the
                                                                                                                        Committee may determine, in its discretion, that in lieu of such assumption or substitution of Options for options of
                                                                                                                        the Successor Company or its parent or subsidiary, such Options will be substituted for any other type of asset or property
                                                                                                                        including cash which is fair under the circumstances.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		6.4	The Board or the Committee shall have full power and authority to determine that in certain Grant
Notification Letters there shall be a clause instructing that, if the Company is voluntarily liquidated or dissolved while unexercised
Options remain outstanding under the Scheme, the Company shall immediately notify all unexercised Option holders of such liquidation,
and the Option holders shall then have 7 days to exercise any unexercised Vested Option held by them at that time, in accordance
with the exercise procedure set forth herein. Upon the expiration of such 7 days period, all remaining outstanding Options will
terminate immediately.



 


		6.5	If the outstanding shares of the Company
shall at any time be changed or exchanged by declaration of a cash dividend, share dividend (bonus shares), distribution of subscription
rights, share split, combination or exchange of shares, recapitalization, spin-off or any other like event by or of the Company,
and as often as the same shall occur, then the number, class and kind of the Shares subject to the Scheme or subject to any Options
therefore granted, and the Purchase Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number
of Shares without changing the aggregate Purchase Price. Upon happening of any of the foregoing, the class and aggregate number
of Shares issuable pursuant to the Scheme (as set forth in Section 6 hereof), in respect of which Options have not yet been exercised,
shall be appropriately adjusted, all as will be determined by the Board whose determination shall be final.



 


		7	TERM AND EXERCISE OF OPTIONS



 


		7.1	Options shall be exercised by the Grantee by giving written notice to the Company and/or to any
third party designated by the Company (the: “Representative”), in such form and method as may be determined
by the Company, which exercise shall be effective upon receipt of such notice by the Company and/or the Representative and the
payment of the Purchase Price at the Company’s or the Representative’s principal office. The notice shall specify the
number of Shares with respect to which the Option is being exercised.



 


		7.2	Options, to the extent not previously exercised, shall terminate forthwith upon the earlier of:
(i) the date set forth in the Grant Notification Letter; and (ii) the expiration of any extended period in any of the events set
forth in Section 7.5 below.



 


		7.3	The Options may be exercised by the Grantee in whole at any time or in part from time to time,
to the extent that the Options become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions
of Section 7.5 below, the Grantee is employed by or providing services to the Company or any of its affiliates, at all times during
the period beginning with the granting of the Option and ending upon the date of exercise.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		7.4	Subject to the provisions of Section 7.5 below, in the event of termination of Grantee’s
employment or services, with the Company or any of its affiliates, all Options granted to such Grantee will immediately expire.
A notice of termination of employment or service shall be deemed to constitute termination of employment or service. For the avoidance
of doubt, in case of such termination of employment or service, the unvested portion of the Grantee’s Option shall not vest
and shall not become exercisable and the Grantee shall have no claim against the Company and/or its affiliate that his/her Options
were prevented from continuing to vest as of such termination. Notwithstanding anything to the contrary mentioned above, a Grantee
shall not cease to be an Employee only due to the transfer of such Employee’s employment among the Company and its affiliates.



 


		7.5	Notwithstanding anything to the contrary hereinabove and unless otherwise determined in the Grantee’s
Grant Notification Letter, an Option may be exercised after the date of termination of Grantee's employment or service with the
Company or any affiliates during an additional period of time beyond the date of such termination, but only with respect to the
number of Vested Options at the time of such termination according to the Vesting Dates, if:



 


		(i)	termination is without Cause, in which event any Vested
Option still in force and unexpired may be exercised within a period of ninety (90) days after the date of such termination; or-



 


		(ii)	termination is the result of death or disability of the
Grantee, in which event any Vested Option still in force and unexpired may be exercised within a period of twelve (12) months
after the date of such termination; or -



 


		(iii)	prior to the date of such termination, the Committee shall
authorize an extension of the terms of all or part of the Vested Options beyond the date of such termination for a period not
to exceed the period during which the Options by their terms would otherwise have been exercisable.



 


			For avoidance of any doubt, if termination of employment
or service is for Cause, any outstanding unexercised Option (whether vested or non-vested), will immediately expire and terminate,
and the Grantee shall not have any right in connection to such outstanding Options.



 


		7.6	Any form of Grant Notification Letter authorized by the Scheme may contain such other provisions
as the Committee may, from time to time, deem advisable.



 


		7.7	The Options and any underlying Shares are extraordinary, one-time benefits granted to the Grantee
and are not and shall not be deemed a salary component for any purpose whatsoever, including in connection with calculating severance
compensation under applicable law.



 


		7.8	Neither the Grantee nor any other person, as the case may
be, shall have any claim to be granted any Options, and there is no obligation by the Company for uniformity of treatment of Grantees
or their beneficiaries (if applicable). The terms and conditions of the Options granted under this Scheme and any of the Board’s
determinations and interpretations with respect thereto need not be the same with respect to each Grantee (whether or not such
Grantees are similarly situated).



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		8.	VESTING OF OPTIONS



 


		8.1	Subject to the provisions of the Scheme, each Option shall vest following the Vesting Dates and
for the number of Shares as shall be provided in the Grant Notification Letter. However, no Option shall be exercisable after the
Expiration Date.



 


		8.2	An Option may be subject to such other terms and conditions on the time or times when it may be
exercised, as the Committee may deem appropriate. The vesting provisions of individual Options may vary.



 


		9.	DIVIDENDS



 


With respect to all Shares (but excluding,
for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise of Options purchased by the Grantee
and held by the Grantee or by the Trustee, as the case may be, the Grantee shall be entitled to receive dividends in accordance
with the quantity of such Shares, subject to the provisions of the Company’s Articles of Association (and all amendments
thereto) and subject to any applicable taxation on distribution of dividends.


 


		10.	PURCHASE FOR INVESTMENT



 


The Company’s obligation to issue
or allocate Shares upon exercise of an Option granted under the Scheme is expressly conditioned upon:


 


		(i)	the Company’s completion of any registration or other qualifications of such Shares under
all applicable laws, rules and regulations, or;



		(ii)	representations and undertakings by the Grantee (or his legal representative, heir or legatee,
in the event of the Grantee’s death) to assure that the sale of the Shares complies with any registration exemption requirements
which the Company in its sole discretion shall deem necessary or advisable.



 


Such required representations and undertakings
may include representations and agreements that such Grantee (or his legal representative, heir, or legatee):


 


		(i)	is purchasing such Shares for investment and not with any present intention of selling or otherwise
disposing thereof; and;



		(ii)	agrees to have placed upon the face and reverse of any certificates evidencing such Shares a legend
setting forth (a) any representations and undertakings which such Grantee has given to the Company or a reference thereto, and
(b) that, prior to effecting any sale or other disposition of any such Shares, the Grantee must furnish to the Company an opinion
of counsel, satisfactory to the Company, that such sale or disposition will not violate the applicable laws, rules and regulations
of the United States or any other state having jurisdiction over the Company and the Grantee.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		11.	RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS



 


No Option or any right with respect thereto,
purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect
to it given to any third party whatsoever, other than by will or by laws of decent and distribution, or as specifically otherwise
allowed under the Scheme, except as specifically allowed under the Scheme, and during the lifetime of the Grantee each and all
of such Grantee's rights to purchase Shares hereunder shall be exercisable only by the Grantee.


Any such action made directly or indirectly,
for an immediate validation or for a future one, shall be void.


 


		12.	EFFECTIVE DATE, DURATION, AMENDMENTS OR TERMINATION OF THE SCHEME



 


		12.1	The Scheme shall be effective as of the day it was adopted by the Board and shall terminate at
the end of ten (10) years from such day of adoption (the: "Termination Date").



 


		12.2	The Company shall obtain the approval of the Company’s shareholders for the adoption of this
Scheme and/or the Annexes thereto, or for any amendment to this Scheme and/or the Annexes thereto, if shareholders’ approval
is required under any applicable law including without limitation the U.S. securities law or the securities laws of other jurisdiction
applicable to Options granted to Grantees under this Scheme and/or the Annexes thereto, or if shareholders’ approval is required
by any authority or by any governmental agencies or national securities exchanges including without limitation the U.S. Securities
and Exchange Commission.



 


		12.3	The Board may at any
time, subject to the provisions of Section 12.2 above and all applicable law, amend, alter, suspend or terminate the Scheme, provided,
however, that



		(i)	the Board may not extend the term of the Scheme specified in Section 12.1 above and;



		(ii)	no amendment, alteration, suspension or termination of the Scheme shall impair the rights of any
Grantee, unless mutually agreed otherwise by the Grantee and the Company, which agreement must be in writing and signed by the
Grantee and the Company.



			



 


Earlier termination of the
Scheme prior to the Termination Date shall not affect the Board’s ability to exercise the powers granted to it hereunder
with respect to Options granted under the Scheme prior to the date of such earlier termination.


 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		13.	GOVERNMENT REGULATIONS



 


The Scheme, and the granting and exercise
of Options hereunder, and the obligation of the Company to sell and deliver Shares under such Options, shall be subject to all
applicable laws, rules, and regulations, whether of the State of Israel or of the United States or any other State having jurisdiction
over the Company and the Grantee, including the registration of the Shares under the United States Securities Act of 1933, and
the Ordinance and to such approvals by any governmental agencies or national securities exchanges as may be required. Nothing herein
shall be deemed to require the Company to register the Shares under the securities laws of any jurisdiction.


 


		14.	CONTINUANCE OF EMPLOYMENT OR HIRED SERVICES



 


Neither the Scheme nor the Grant Notification
Letter with the Grantee shall impose any obligation on the Company or an Affiliate thereof, to continue any Grantee in its employ
or service, and nothing in the Scheme or in any Option granted pursuant thereto shall confer upon any Grantee any right to continue
in the employ or service of the Company or an Affiliate thereof or restrict the right of the Company or an Affiliate thereof to
terminate such employment or service at any time.


 


		15.	GOVERNING LAW & JURISDICTION



 


The Scheme shall be governed by and construed
and enforced in accordance with the laws of the State of Israel applicable to contracts made and to be performed therein, without
giving effect to the principles of conflict of laws. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction in any
matters pertaining to the Scheme.


 


		16.	TAX CONSEQUENCES



 


		16.1	Any tax consequences to any Grantee arising from the grant or exercise of any Option, from the
payment for Shares covered thereby or from any other event or act (of the Company and/or its affiliates, or the Grantee) hereunder
shall be borne solely by the Grantee. The Company and/or its affiliates shall withhold taxes according to the requirements under
the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Grantee shall agree to indemnify
the Company and/or its affiliates and hold them harmless against and from any and all liability for any such tax or interest or
penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such
tax from any payment made to the Grantee.



 


		16.2	The Company shall not be required to release any Share certificate to a Grantee until all required
payments have been fully made.



 




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	XTL Biopharmaceuticals Ltd. – 2011 Global Incentive Option Scheme 
	 


 


		17.	NON-EXCLUSIVITY OF THE SCHEME



 


The adoption of the Scheme by the Board
shall not be construed as amending, modifying or rescinding any previously approved incentive arrangements 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 the Scheme, and such arrangements may be either applicable generally or only in specific
cases.


 


For the avoidance of doubt, prior grant
of options to Grantees of the Company under their employment agreements, and not in the framework of any previous option scheme,
shall not be deemed an approved incentive arrangement for the purpose of this Section.


 


		18.	MULTIPLE AGREEMENTS



 


The terms of each Option may differ from
other Options granted under the Scheme at the same time, or at any other time. The Board may also grant more than one Option to
a given Grantee during the term of the Scheme, either in addition to, or in substitution for, one or more Options previously granted
to that Grantee.


 


		19.	RULES PARTICULAR TO SPECIFIC COUNTRIES



 


Notwithstanding
anything herein to the contrary, the terms and conditions of the Scheme may be adjusted with respect to a particular country by
means of an addendum to the Scheme in the form of an annex (the: “Annex”), and to the extent that the terms
and conditions set forth in the Annex conflict with any provisions of the Scheme, the provisions of the Annex shall govern. Terms
and conditions set forth in the Annex shall apply only to Options issued to Grantees under the jurisdiction of the specific country
that is subject of the Annex and shall not apply to Options issued to any other Grantee. The adoption of any such Annex shall be
subject to the approval of the Board and if required the approval of the shareholders of the Company.


 


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