INDEMNIFICATION AGREEMENTIndemnification Agreement • April 12th, 2017 • 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”).
STOCK OPTION AGREEMENTStock Option Agreement • April 12th, 2017 • 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
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • April 12th, 2017 • 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.
STOCK OPTION GRANT AGREEMENT TO ISRAELI EMPLOYEES AND DIRECTORSStock Option Grant Agreement • April 12th, 2017 • 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”).
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 • April 12th, 2017 • 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”).
STOCK OPTION GRANT AGREEMENT TO ISRAELI NON-EMPLOYEES AND CONTROLLING SHAREHOLDERSStock Option Grant Agreement • April 12th, 2017 • 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 • April 12th, 2017 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 12th, 2017 • 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”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTStock Option Grant Agreement • April 12th, 2017 • 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”).
Employment AgreementEmployment Agreement • April 12th, 2017 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Employment Agreement (“Agreement”), dated as of December 22, 2016 (the “Effective Date”), is entered into between Motus GI Holdings, Inc. having a place of business at 150 Union Square New Hope, PA 18938 (“Employer” or the “Company”), and James J. Martin, an individual residing at 18401 SW 85 Court, Cutler Bay, Florida 33157 (“Executive”). Employer and Executive shall collectively be referred to as the “Parties.”
