SERIES B-1 COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC.Motus GI Holdings, Inc. • February 22nd, 2024 • Surgical & medical instruments & apparatus
THIS SERIES B-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _____, 20291 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Motus GI Holdings, Inc., a Delaware corporation (the “Company”), up to ______ shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 22nd, 2023 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2023, between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 22nd, 2023 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 17, 2023, by and among Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC.Common Stock Purchase Warrant • December 11th, 2023 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Motus GI Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 18th, 2019 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of December 13, 2019 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and MOTUS GI HOLDINGS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC.Motus GI Holdings, Inc. • December 22nd, 2023 • Surgical & medical instruments & apparatus
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ______________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”), but not thereafter, to subscribe for and purchase from Motus GI Holdings, Inc., a Delaware corporation (the “Company”), up to [______] shares of common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
6,666,667 Shares Motus GI Holdings, Inc. Common Stock PURCHASE AGREEMENTPurchase Agreement • June 27th, 2019 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
Motus GI Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 6,666,667 shares (the “Firm Shares”) of Common Stock, $.0001 par value per share (the “Common Stock”), of the Company. The Firm Shares consist of 6,666,667 authorized but unissued shares of Common Stock to be issued and sold by the Company. The Company has also granted to the several Underwriters an option to purchase up to 1,000,000 additional shares of Common Stock, on the terms and for the purposes set forth in Section 3 hereof (the “Option Shares”). The Firm Shares and any Option Shares purchased pursuant to this Purchase Agreement are herein collectively called the “Securities.”
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 28th, 2020 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 28, 2020, between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
MOTUS GI HOLDINGS, INC. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • March 16th, 2021 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
As further set forth in this agreement (this “Agreement”), Motus GI Holdings, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time through Oppenheimer & Co. Inc. (the “Agent”), as sales agent, the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in Section 2 of this Agreement on the number of shares of Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Agent shall have no obligation in connection with such compliance.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 11th, 2023 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December [●], 2023, between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • December 11th, 2023 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
NONQUALIFIED STOCK OPTION GRANT AGREEMENTNonqualified Stock Option Grant Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (“Agreement”) is made as of _________ __, 2016 by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and ______________ (“Indemnitee”).
RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 26th, 2019 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement” or “Award Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A, is entered into between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
VOTING AGREEMENTVoting Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This VOTING AGREEMENT (this “Agreement”) is entered into as of December 22, 2016 (the “Effective Date”) by and among Motus GI Holdings, Inc., a Delaware corporation (the “Company”), the parties listed as stockholders of Motus GI Medical Technology Ltd. (the “Motus Stockholders”) on the signature pages hereto and the parties listed as stockholders of the Company (the “Holdings Stockholders”) on the signature pages hereto (each, a “Stockholder” and collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 25th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Employment Agreement (“Agreement”), dated September 13, 2018 and effective as of the Commencement Date (as defined below), is entered into between Motus GI Holdings, Inc., a Delaware corporation, having its corporate headquarters at 1301 East Broward Blvd, Fort Lauderdale, Florida (“Company”), and Timothy P. Moran, an individual residing at 145 Morgans Way, Holliston, MA 01746 (“Executive”) (Company and Executive, each a “Party” and together, the “Parties”).
STOCK OPTION AGREEMENTStock Option Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
WHEREAS, the Optionee identified on Exhibit A hereto (the “Optionee”) was granted an option (the “Prior Plan Option”) under the Motus G.I. Medical Technologies Ltd. Employee Share Option Plan (the “Prior Plan”) to purchase up to the number of ordinary shares of stock of Motus GI Medical Technologies Ltd. (“Motus Ltd”) set forth on Exhibit A at the exercise price set forth on Exhibit A; and
RESTRICTED STOCK AWARD AGREEMENT MOTUS GI HOLDINGS, INC.Restricted Stock Award Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Restricted Stock Award Agreement (the “Agreement”), dated as of the “Award Date” set forth in the attached Exhibit A (the “Award Date”), is entered into between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Awardee”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Placement Agency Agreement (“Agreement”) sets forth the terms upon which Aegis Capital Corp., a New York corporation (“Aegis” or “Placement Agent”), a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”), shall be engaged by Motus GI Medical Technologies Ltd., an Israeli corporation (“OPCO”), and Motus GI Holdings, Inc., a Delaware corporation (“Issuer”), to act as exclusive Placement Agent in connection with the private placement (the “Offering”) of units (“Units”) of securities of Issuer, with each Unit consisting of (i) three-quarter (3/4) of a share of common stock, par value $0.0001 per share (the “Common Stock”), of Issuer (the “Shares”) and (ii) one-quarter (1/4) of a share of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Shares”). Each holder of Preferred Shares shall be entitled to “Royalty Payment Rights” as defined in the Certificate of Designations of the Issuer.
New York, NY 10019 FINDER’S AGREEMENTS Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This agreement (the “Agreement”) is entered into as of October 14, 2016 between Motus GI Medical Technologies Ltd., an Israeli company (the “Company”) and Aegis Capital Corp., a New York corporation (“Finder” or “Aegis”).
MOTUS GI HOLDINGS, INC. Fort Lauderdale, FL 33301Motus GI Holdings, Inc. • February 22nd, 2024 • Surgical & medical instruments & apparatus
MOTUS GI HOLDINGS, INC. (the “Company”) is pleased to offer (this “Offer”) to you (“Holder”, “you” or similar terminology) the opportunity to receive new warrants (the “New Warrants”) to purchase up an aggregate of 4,400,001 shares (collectively, the “New Warrant Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), equal to 150% of the 2,933,334 shares of Common Stock (such shares, collectively, the “Warrant Shares”) issuable pursuant to the exercise of Series B Common Stock Purchase Warrants, currently held by you and issued to you on December 21, 2023 (the “Existing Warrants”), as more particularly set forth on the signature page hereto, in consideration for exercising for cash any or all such Existing Warrants at an exercise price of $0.925. Capitalized terms not otherwise defined herein shall have the meanings set forth in the New Warrants.
SUBSCRIPTION AGREEMENT FOR MOTUS GI MEDICAL TECHNOLOGIES LTD.Convertible Notes Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
For purposes of this Section 1.3, the “Fair Market Value” of one Warrant Share as of a particular date (the “Determination Date”) shall be:
STOCK OPTION GRANT AGREEMENT TO ISRAELI EMPLOYEES AND DIRECTORSStock Option Grant Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
INCENTIVE STOCK OPTION GRANT AGREEMENTGrant Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Delaware
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
720 UNIVERSITY AVENUE NORWOOD, MASSACHUSETTS Lease to MOTUS GI HOLDINGS, INC. FROM THE OFFICE OF: Goulston & Storrs PC 400 Atlantic Avenue Boston, Massachusetts 02110-3333Indenture of Lease • March 12th, 2020 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • Massachusetts
THIS INDENTURE OF LEASE (this “Lease”) made as of the 11th day of March, 2020 (the “Effective Date”), by and between 720 UNIVERSITY PROPERTY, LLC, a Delaware limited liability company, having a mailing address c/o Hilco Redevelopment Partners, 99 Summer Street, Suite 1110, Boston, Massachusetts 02110 (hereinafter referred to as the “Landlord”), of the one part, and the tenant named in Section 1.1(a) below (hereinafter referred to as the “Tenant”), of the other part.
SECURITY AGREEMENTSecurity Agreement • July 21st, 2021 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This SECURITY AGREEMENT is entered into as of July 16, 2021, by and among KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey under registered number 2770 whose registered office is at 47 Esplanade, St. Helier, Jersey (referred hereinafter as the “Lender” which expression shall include its respective successors and assigns); and MOTUS GI HOLDINGS, INC., a Delaware corporation whose registered office is at 850 New Burton Road, Suite 201, Dover, DE 19904, Kent County, Delaware (“Debtor”).
SHARE EXCHANGE AGREEMENT by and among Motus GI Holdings, Inc., Motus GI Medical Technologies Ltd., The Stockholders of Motus GI Medical Technologies Ltd. and Orchestra Medical Ventures II, L.P., as Stockholder Representative and Altshuler Shaham...Share Exchange Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This SHARE EXCHANGE AGREEMENT is made and entered into as of December 1, 2016, by and among Motus GI Holdings, Inc., a Delaware corporation (the “Purchaser”), Motus GI Medical Technologies Ltd., an Israeli company (the “Company”) and the stockholders of the Company set forth on the signature pages to this Agreement (collectively, the “Stockholders” and, individually, a “Stockholder”), and Orchestra Medical Ventures II, L.P., as Stockholder Representative (the “Stockholder Representative”) and Altshuler Shaham Trusts Ltd (the “ESOP Trustee”).
FIRST AMENDED EMPLOYMENT AGREEMENTFirst Amended Employment Agreement • March 26th, 2019 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This First Amended Employment Agreement (“Agreement”), dated March 26, 2019 (the “Effective Date”) is entered into between Motus GI Holdings, Inc., a Delaware corporation, having its corporate headquarters at 1301 East Broward Blvd, Fort Lauderdale, Florida (“Company”), and Andrew Taylor, an individual residing at 816 Winter Road, Rydal, PA 19046 (“Executive”) (Company and Executive, each a “Party” and together, the “Parties”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • January 27th, 2021 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Warrant Exercise Agreement (this “Agreement”), dated as of January 27, 2021, is by and between Motus GI Holdings, Inc. a Delaware corporation (the “Company”), and the undersigned holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).
STOCK OPTION GRANT AGREEMENT TO ISRAELI NON-EMPLOYEES AND CONTROLLING SHAREHOLDERSStock Option Grant Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Stock Option Grant Agreement (the “Grant Agreement”) is made and entered into effective on the Date of Grant set forth in Exhibit A (the “Date of Grant”) by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the individual named in Exhibit A hereto (the “Optionee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FINDER’S AGREEMENTFinder’s Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This agreement (the “Agreement”) is entered into as of December 22, 2016 between Motus GI Holdings, Inc., a Delaware corporation (the “Company”) and Aegis Capital Corp., a New York corporation (“Finder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 22, 2016 (the “Effective Date”) between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the persons who have executed the signature page(s) hereto (each, a “Purchaser” and collectively, the “Purchasers”).
Employment AgreementEmployment Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
AGREEMENT, dated as of December 22, 2016 (the “Agreement”), by and between Motus GI Holdings, Inc., a corporation organized under the State of Delaware (the “Company”), and Mark Pomeranz (the “Executive”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • August 28th, 2020 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
