0001493152-18-000231 Sample Contracts

NONQUALIFIED STOCK OPTION GRANT AGREEMENT
Nonqualified 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”).

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INDEMNIFICATION AGREEMENT
Indemnification 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”).

VOTING AGREEMENT
Voting 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 Agreement
Employment 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”).

STOCK OPTION AGREEMENT
Stock 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 AGREEMENT
Placement 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 AGREEMENT
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.
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 DIRECTORS
Stock 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 AGREEMENT
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”).

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 SHAREHOLDERS
Stock 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 AGREEMENT
Subscription Agreement • January 5th, 2018 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus • New York
FINDER’S AGREEMENT
Finder’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 AGREEMENT
Registration 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 Agreement
Employment 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”).

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration 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.

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