XTL BIOPHARMACEUTICALS LTD.

1998 Share Option Plan
Under a share option plan established in 1998, we granted options to our employees which were held by a trustee under section 3(i) of the
Israeli tax ordinance, or the Tax Ordinance, of which 2,145,000 were outstanding and exercisable as of December 31, 2007, at an exercise price of
$0.497 per ordinary share and were non-transferable. The options granted thereunder expired in January 2008. There are no options available for grant
under this plan.
1999 Share Option Plan
Under a share option plan established in 1999, we granted options to our employees which are held by a trustee under section 3(i) of the Tax
Ordinance, of which 698,820 are outstanding and exercisable as of December 31, 2007, at an exercise price of $0.497 per ordinary share. The options
are non-transferable.
The option term is for a period of ten years from the grant date. If the options are not exercised and the shares not paid for by such date, all
interests and rights of any grantee will expire. There are no options available for grant under this plan.
2000 Share Option Plan
Under a share option plan established in 2000, we granted options to our employees which are held by a trustee under section 3(i) of the Tax
Ordinance, of which 669,800 are outstanding and exercisable as of December 31, 2007, at an exercise price of $1.10 per ordinary share. The options
are non-transferable.
The option term is for a period of ten years from grant date. If the options are not exercised and the shares not paid for by such date, all
interests and rights of any grantee will expire. There are no options available for grant under this plan.
2001 Share Option Plan
Under a share option plan established in 2001, referred to as the 2001 Plan, we granted options during 2001-2007, at an exercise price
between $0.106 and $0.931 per ordinary share. Up to 11,000,000 options were available to be granted under the 2001 Plan, of which 5,114,035 are
outstanding. Options granted to Israeli employees were in accordance with section 102 of the Tax Ordinance, under the capital gains option set out in
section 102(b)(2) of the ordinance. The options are non-transferable.
The option term is for a period of ten years from the grant date. The options were granted for no consideration. The options vest over a four
year period. As of December 31, 2007, 2,120,285 options are fully vested. As of December 31, 2007, the remaining number of options available for
future grants under the 2001 Plan is 5,354,956.
On January 15, 2008, we granted 4,615,300 options pursuant to the 2001 Plan to employees and consultants at an exercise price of $0.315 per
ordinary share (a price equal to the closing price of our ADRs on the NASDAQ Stock Market on the grant date, divided by ten).
Non-Plan Share Options
In addition to the options granted under our share option plans, there are 20,540,000 outstanding options, and 7,351,114 exercisable options,
as of December 31, 2007, which were granted to employees, directors and consultants not under an option plan during 1997-2007. The options were
granted at an exercise price between $0.20 and $2.11 per ordinary share. The options expire between 2008 and 2017.
This figure includes 9,250,000 and 2,000,000 options that were granted to our Chairman and Ben Zion Weiner, a non-executive director,
respectively, at an exercise price equal to $0.36 and $0.354 per ordinary share, respectively, in December 2007 and August 2005, respectively, and are
exercisable through July 31, 2010, and vest upon achievement of certain market capitalization based milestones (see “-Employment Agreements,”
above).
This figure also includes 7,000,000 options that were granted to our CEO, and are exercisable for a period of ten years from the date of
issuance at an exercise price equal to $0.774 per ordinary share. Of these, 2,333,334 options vest over a three year period and the balance of options
vest upon achievement of certain market capitalization based or working capital based milestones (see “-Employment Agreements above”).
In addition, this figure also includes options granted to former consultants in conjunction with a licensing agreement, which was subsequently
terminated in July 2007, to purchase a total of up to 150,000 of our ordinary shares at an exercise price per share of $0.20. These options expire on July
12, 2008.
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