INCENTIVE STOCK OPTION GRANT AGREEMENTIncentive 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”).
Employment AgreementEmployment Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus
This Employment Agreement (“Agreement”), dated August 16, 2017 and effective as of the Commencement Date (as defined below), is entered into between Motus GI Medical Technologies Ltd., 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”).
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”).
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 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 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”).
SUBSCRIPTION AGREEMENT FOR MOTUS GI MEDICAL TECHNOLOGIES LTD.Subscription 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”).
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”).
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”).
NONQUALIFIED STOCK OPTION GRANT AGREEMENTStock 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”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
This Amendment (this “Amendment”) is dated as of November 9, 2017, by and among Motus GI Holdings, Inc., a Delaware corporation (the “Company”), and certain holders of the Company’s Series A Preferred Stock and Common Stock signatory hereto (collectively, the “Consenting Stockholders”). The Amendment amends that certain Registration Rights Agreement, dated as of December 22, 2016, by and among the Company and the other parties thereto (the “Registration Rights Agreement”). To the extent not otherwise defined herein, the capitalized terms used herein shall have the meanings assigned to them in the Registration Rights Agreement.
