AMENDMENT TO COMMON STOCK PURCHASE WARRANT

Exhibit 10.2

AMENDMENT TO

COMMON STOCK PURCHASE WARRANT

This AMENDMENT TO COMMON STOCK PURCHASE WARRANT (this “Amendment”) is entered into as of February _____, 2024, by and between Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and the holder signatory hereto (the “Holder”).

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of May 19, 2023 with a Termination Date of November 19, 2028 to purchase 276,134 (such amount reflecting the Company’s one-for-fifteen reverse stock split effected on November 2, 2023) shares of common stock of the Company, par value $0.0001 per share (the “May 2023 Original Warrant”);

WHEREAS, the Holder is the holder of a Common Stock Purchase Warrant, issued as of January 27, 2021 with a Termination Date of January 27, 2026 to purchase 20,000 (such amount reflecting the Company’s one-for-fifteen reverse stock split effected on November 2, 2023) shares of common stock of the Company, par value $0.0001 per share (the “January 2021 Original Warrant”, and together with the May 2023 Original Warrant, the “Original Warrants”);

WHEREAS, pursuant to Section 5(l) of the Original Warrants, the Original Warrants may be modified or amended or the provisions thereof waived with the written consent of the Company and the Holder; and

WHEREAS, capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreement unless otherwise defined herein; and

WHEREAS, the Company and the Holder desire to amend the Original Warrants as set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Company and the Holder hereby agree as follows:

1. Amendment to “Termination Date.” The first paragraph of the Original Warrants are hereby amended such that the “Termination Date” is February [●], 2029.

2. Amendment to “Exercise Price”. Section 2(b) of the Original Warrants are hereby amended and restated in its entirety as follows:

“(b) Exercise Price. The exercise price per share of Common Stock with respect to 296,133 shares under this Warrant shall be $0.74, subject to adjustment hereunder (the “Exercise Price”).”

3. Effectiveness. This Amendment, when duly executed and delivered by the parties hereto, shall only become effective upon the closing of the Offering.

4. No Further Amendment. Except as amended by this Amendment, the Original Warrants remain unaltered and shall remain in full force and effect.

5. Disclosure. The Company shall (a) by the Disclosure Time, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K with the Commission within the time required by the Exchange Act. From and after the issuance of such press release, the Company represents to the Holder that it shall have publicly disclosed all material, non-public information delivered to the Holder by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated hereby.

6. Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Amendment shall be determined in accordance with the provisions of that certain Securities Purchase Agreement dated as of May 17, 2023, by and between the Company and the Holder for the May 2023 Original Warrant, and the Form of Warrant Exercise Agreement, dated January 27, 2021 for the January 2021 Original Warrant.

7. Counterparts. This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. Signatures delivered by facsimile, electronic mail (including as a PDF file) or other transmission method shall be deemed to be original signatures, shall be valid and binding, and, upon delivery, shall constitute due execution of this Amendment.

(Signature page follows)

IN WITNESS WHEREOF, each of the Company and the Holder has caused this Amendment to be executed by its officer thereunto duly authorized as of the date first above indicated.

	COMPANY
	MOTUS GI HOLDINGS, INC.
	By:
	Name:	Xxxx Xxxxxxxx
	Title:	Chief Executive Officer
	HOLDER
	By:
	Name:
	Title: