STOCK
OPTION AGREEMENT


 


TO
ISRAELI NON-EMPLOYEES AND CONTROLLING SHAREHOLDERS


 


UNDER
THE MOTUS GI HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN


 


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


 


WHEREAS,
in connection with certain transactions between Motus Ltd and Motus GI Holdings, Inc., a Delaware corporation (the “Company”),
such Prior Plan Option has been assumed by, and will continue in effect under, the Motus GI Holdings, Inc. 2016 Equity Incentive
Plan and the Motus GI Holdings, Inc. 2016 Israeli Sub-Plan (together, the “2016 Plan”) as an option to purchase
the Company’s common stock, par value $.0001 per share (the “Common Stock”), subject to the “post-exchange”
changes set forth in Exhibit A and the terms of this Stock Option Agreement (the “Option Agreement”);


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for good and valuable consideration, the parties
hereto agree as follows:


 


1.
Option Assumption. The Prior Plan Option is hereby assumed by, and will continue in effect under, the 2016 Plan in accordance
with the terms of this Option Agreement. As so assumed, the Prior Plan Option is referred to herein as the “Option”.
The Option shall provide the Optionee with the opportunity to purchase up to the number of “post-exchange” shares
of Common Stock (the “Shares”) set forth in Exhibit A at the “post-exchange” exercise price
per Share (the “Exercise Price”) set forth in Exhibit A, and on the vesting schedule set forth in Exhibit
A, subject to the terms and conditions set forth herein and the provisions of the 2016 Plan and the trust agreement by and
between the Trustee and the Company, as may be amended from time to time by the Company and the Trustee at their sole discretion
(the “Trust Agreement”), the terms of which are incorporated herein by reference. An executed copy of the Trust
Agreement has been provided to Optionee or made available for his or her review. This Option Agreement supersedes and replaces
the agreement under which the Prior Plan Option was granted. Capitalized terms used but not otherwise defined in this Option Agreement
shall have the meanings as set forth in the 2016 Plan.


 


The
Option will be issued to the Trustee. The Trustee will hold in trust for the benefit of the Optionee, the Option, any Shares issued
upon exercise of the Option and all other securities received following any exercise or realization of rights, including bonus
shares.


 




    	 



    	 



    

 


2.
Exercise Period Following Termination of Continuous Service.[1] This Option shall terminate and be canceled
to the extent not exercised within ninety (90) days after the Optionee’s Continuous Service terminates, except that if such
termination is due to the death or Disability of the Optionee, this Option shall terminate and be canceled twelve (12) months
from the date of termination of Continuous Service. Notwithstanding the foregoing, in the event that the Optionee’s Continuous
Service is terminated for Cause, then the Option shall immediately terminate on the date of such termination of Continuous Service
and shall not be exercisable for any period following such date. In no event, however, shall this Option be exercised later than
the Expiration Date set forth in Exhibit A and in no event shall this Option be exercised for more Shares than the Shares
which otherwise have become exercisable as of the date of termination.


 


3.
Method of Exercise.[2] This Option is exercisable by delivery to both the Company and the Trustee, as applicable,
of an exercise notice (the “Exercise Notice”) in a form satisfactory to the Committee and the Trustee, as applicable,
or by such other form or means as the Committee and the Trustee may permit or require. Any Exercise Notice shall state or provide
the number of Shares with respect to which the Option is being exercised (the “Exercised Shares”), and include
such other representations and agreements as may be required by the Company pursuant to the provisions of the 2016 Plan. The Exercise
Notice shall be accompanied by payment of the aggregate Exercise Price for the Exercised Shares in (i) cash; (ii) check; or (iii)
such other manner as is acceptable to the Committee, provided that such form of consideration is permitted by the 2016 Plan and
by applicable law. The Company and the Trustee, as applicable, shall not release to Optionee any (i) Option, (ii) Shares issues
upon the exercise of the Option or (iii) any rights resulting from such Option or Shares, prior to full payment of the Exercise
Price and the tax liabilities in a method determined by the Company and the Trustee, as applicable, at their sole discretion.
Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and issuance complies with the requirements
of applicable law, including, without limitation, the Ordinance.


 


[NTD:
If applicable - Notwithstanding the foregoing, in lieu of payment of the Exercise Price as set forth above, the Optionee may elect
to convert the Option into such number of Shares calculated pursuant to the following formula:


 


	 	X
    =	Y
    (A-B)	 
	 	 	A	 


 


Where:


 


X
= the number of Shares to be issued to the Optionee;


 


Y
= the number of Shares in respect of which the net exercise election is being made;


 


A
= the Fair Market Value of one Share; and


 


B
= the Exercise Price of one Share.


 


It
is hereby clarified that unless the Optionee expressly elects to exercise the Option on a net exercise basis, then the exercise
of the Option shall be for cash.]


 


 



1
Subject to conformity with original terms of option.


2
Subject to conformity with original terms of option.




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4.
Taxes. By executing this Option Agreement, Optionee acknowledges and agrees that Optionee is solely responsible for the
satisfaction of any applicable taxes that may be imposed on Optionee that arise as a result of the grant, vesting or exercise
of the Option, and that neither the Company nor the Committee, an Affiliate or the Trustee, as applicable, shall have any obligation
whatsoever to pay such taxes (including interest or penalty thereon). Without derogating from the above, the Company does not
represent or warrant that the Option (or the purchase or sale of Shares issued upon exercise of the Option) will be subject to
a particular tax treatment. The Optionee acknowledges that he or she has reviewed the tax treatment of the Option (including the
purchase or sale of Shares issued upon exercise of the Option) with his or her own tax advisors and is relying solely on those
advisors in that regard. The Optionee shall indemnify the Company, an Affiliate and/or the Trustee, as applicable, and hold them
harmless against and from any and all liabilities for any such taxes, including without limitation liabilities relating to the
necessity to withhold or to have withheld any such taxes from any payment made by the Optionee.


 


The
Company, an Affiliate and/or the Trustee, as applicable, shall be entitled to withhold taxes as required under applicable laws,
rules and regulations. The Company, an Affiliate and/or the Trustee, as applicable, shall not be required to release any Option
and/or Shares until all required tax payments have been fully made to the full satisfaction of the Company, an Affiliate and/or
the Trustee, as applicable.


 


In
the event that the Optionee’s employment or service by the Company, or any Affiliate thereof, terminates for any reason,
the Optionee will be obligated to provide the Company or an Affiliate, upon the termination of his or her employment or service,
with a security or guarantee to cover any future tax obligation resulting from the grant, exercise or disposition of the Option,
the Shares issuable upon the exercise thereof, or any rights resulting therefrom, in a form satisfactory to the Company or an
Affiliate, as applicable, in its sole discretion.


 


5.
Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee. The terms of the 2016 Plan
and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.


 


6.
Securities Matters. All Shares and Exercised Shares shall be subject to the restrictions on sale, encumbrance and other
disposition provided by law, including, without limitation, the requirements of Section 3(i) of the Ordinance. The Company at
its discretion may impose restrictions upon the sale, pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates or the imposition of stop-transfer instructions) if, in the judgment of the Company, such restrictions
are necessary in order to achieve compliance with the Securities Act or the securities laws of any state or any other law.


 




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7.
Investment Purpose. The Optionee represents and warrants that unless the Shares are registered under the Securities Act,
any and all Shares acquired by the Optionee under this Option Agreement will be acquired for investment for the Optionee’s
own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in,
any distribution of such Shares within the meaning of the Securities Act.


 


8.
Lock-Up Agreement. The Optionee hereby agrees that in the event that the Optionee exercises this Option during a period
in which any directors or officers of the Company have agreed with one or more underwriters not to sell securities of the Company,
then, as a condition to such exercise, the Optionee shall enter into an agreement, in form and substance satisfactory to the Company,
pursuant to which the Optionee shall agree to restrictions on transferability of the Shares comparable to the restrictions agreed
upon by such directors or officers of the Company.


 


9.
Other Plans. No amounts of income received by the Optionee pursuant to this Option Agreement shall be considered compensation
for purposes of any pension or retirement plan, insurance plan or any other employee benefit plan of the Company or its subsidiaries,
unless otherwise expressly provided in such plan.


 


10.
No Guarantee of Continued Service. The Optionee acknowledges and agrees that the right to exercise the Option pursuant
to the exercise schedule hereof is earned only through Continuous Service and such other requirements, if any, as are set forth
in Exhibit A (and not through the act of being hired, being granted an option or purchasing shares hereunder). The Optionee
further acknowledges and agrees that (i) this Option Agreement, the transactions contemplated hereunder and the exercise schedule
set forth herein do not constitute an express or implied promise of continued employment or service for the exercise period or
for any other period, and shall not interfere with the Optionee’s right or the right of the Company or its Subsidiaries
to terminate the employment or service relationship at any time, with or without cause, subject to the terms of any written employment
agreement that the Optionee may have entered into with the Company or any of its Subsidiaries; and (ii) the Company would not
have granted this Option to the Optionee but for these acknowledgements and agreements.


 


11.
Entire Agreement; Governing Law. The 2016 Plan is incorporated herein by reference. The 2016 Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and the Optionee. In the event of
any conflict between this Option Agreement and the 2016 Plan, the 2016 Plan shall be controlling, except as otherwise specifically
provided in the 2016 Plan. This Option Agreement shall be construed under the laws of the State of Israel, without regard to conflict
of laws principles. The competent courts in Tel-Aviv shall have sole jurisdiction in any matters pertaining to this Option Agreement.


 




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12.
Opportunity for Review. Optionee and the Company agree that this Option is granted under and governed by the terms and
conditions of the 2016 Plan and this Option Agreement. The Optionee has reviewed the 2016 Plan and this Option Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option Agreement and fully understands
all provisions of the 2016 Plan and this Option Agreement. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Committee upon any questions relating to the 2016 Plan and this Option Agreement. The
Optionee further agrees to notify the Company upon any change in his or her residence address.


 


The
Optionee and the Company further agree that the Option is granted under and governed by Section 3(i) of the Ordinance, including
any regulations, rules, orders and procedures promulgated thereunder and the Trust Agreement. Optionee confirms that he or she
is familiar with the terms and provisions of Section 3(i) of the Ordinance, including any regulations, rules, orders and procedures
promulgated thereunder and the Trust Agreement and undertakes not to exercise and not to sell any Option or Shares unless the
Optionee pays all taxes which may arise in connection with such exercise, sale and/or transfer.


 


[Signature
Page Follows]


 






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IN WITNESS WHEREOF, the parties hereto have executed this Option Agreement as of the date set forth in Exhibit A.


 


	 	MOTUS
    GI HOLDINGS, INC.
	 	 	 
	 	By:	                                          
	 	Name:	 
	 	Title:	 
	 	 	 
	 	OPTIONEE
	 	 	 
	 	                                          
	 	Name:	 


 




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EXHIBIT
A


 


STOCK
OPTION AGREEMENT


 


MOTUS
GI HOLDINGS, INC.


 


Optionee’s
Name: ________________________________________


 


Date
of Grant of Prior Plan Option: _________________________


 


Designation:
3(i) Award


 


	Pre-Exchange	Post-Exchange
	Number
        of Ordinary

Shares of Motus Ltd

subject to Prior Plan

Option

         
	Exercise
        Price per

Ordinary Share of

Motus Ltd subject to

Prior Plan Option

         
	Number
        of Shares

of Common Stock

subject to Option

         
	Exercise
        Price per

Share of Common

Stock subject to

Option

         

	 

                                                          

        
	 	 	  $


 


Expiration
Date:_________________


 


Vesting
Schedule:3


 


_______
(Initials)


Optionee


 


_______
(Initials)


 





 



3
To the extent that vesting is based on service, add that vesting service will be measured from the date of grant of the
Prior Plan Option.


 




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