0001493152-24-007498 Sample Contracts

SERIES B-1 COMMON STOCK PURCHASE WARRANT MOTUS GI HOLDINGS, INC.
Security Agreement • February 22nd, 2024 • Motus GI Holdings, Inc. • 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).

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AMENDMENT TO COMMON STOCK PURCHASE WARRANT
Common Stock Purchase Warrant • February 22nd, 2024 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus

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”).

MOTUS GI HOLDINGS, INC. Fort Lauderdale, FL 33301
Warrant Exchange Agreement • February 22nd, 2024 • Motus GI Holdings, Inc. • 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.

AMENDMENT NO. 1 TO SERIES A COMMON STOCK PURCHASE WARRANT
Series a Common Stock Purchase Warrant • February 22nd, 2024 • Motus GI Holdings, Inc. • Surgical & medical instruments & apparatus

This AMENDMENT NO. 1 TO SERIES A 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”).

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