Payment
Rights Certificate No. PAR-[●]


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR ANY STATE SECURITIES LAWS. THESE SECURITIES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD, ASSIGNED, OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED
IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.


 


Effective
Date: December 22, 2016


 


MOTUS
GI HOLDINGS, INC.


 


PAYMENT
RIGHTS CERTIFICATE


 


Motus
GI Holdings, Inc., a Delaware corporation (the “Company”), for value received on December 22, 2016 (the
“Effective Date”), hereby issues to [●] (the “Certificate Holder”) this Payment Rights
Certificate (the “Certificate”) to receive [●]% of the aggregate Royalty Amount payable from time to
time to the Holders of the Royalty Payment Rights (the “Certificate Payment”). This Certificate is one of a
series of payment right certificates of like tenor that have been issued to the Placement Agent or its designees (the “Placement
Agent Royalty Payment Rights Certificates”) in connection with the Company’s private offering of securities pursuant
to the terms of that certain Confidential Private Placement Memorandum of the Company dated December 1, 2016, as the same may
have been amended and supplemented from time to time, and the Placement Agency Agreement dated December 1, 2016, as the same may
have been amended from time to time. The Placement Agent Royalty Payment Rights Certificates provide for an aggregate payment
to all holders of such Placement Agent Royalty Payment Rights Certificates equal to 10% of the aggregate Royalty Amount paid from
time to time to the Holders of the Royalty Payment Rights. All capitalized terms used but not otherwise defined herein shall have
the meaning ascribed to such terms in Exhibit A, attached hereto.


 


1.
DURATION OF CERTIFICATE


 


(a)
Timing of Payments to Certificate Holder. The Certificate Holder will be entitled to receive the Certificate Payments at
the same time and in the same fashion as payments are made to the Holders of the Royalty Payment Rights, as described in Section
(c) of Exhibit A, attached hereto.


 


(b)
Royalty Period. This Certificate shall become void and of no value upon the expiration of the Royalty Term.


 




    	 



    	 



    

 


2.
ISSUANCE OF CERTIFICATE


 


The
Company shall register this Certificate upon records to be maintained by the Company for that purpose in the name of the record
holder of such Certificate from time to time. The Company may deem and treat the registered Certificate Holder of this Certificate
as the absolute owner thereof for the purpose of any Certificate Payments to the Certificate Holder thereof and for all other
purposes.


 


3.
TRANSFERS AND EXCHANGES OF CERTIFICATE


 


(a)
Registration of Transfers and Exchanges. Subject to Section 3(b), upon the Certificate Holder’s surrender of this
Certificate, with a duly executed copy of the Form of Assignment attached as Exhibit B and a written opinion of
legal counsel addressed to the Company that the proposed transfer of the Certificate may be effected without registration under
the Securities Act, which opinion will be in form and from counsel reasonably satisfactory to the Company, to the Secretary of
the Company at its principal offices or at such other office or agency as the Company may specify in writing to the Certificate
Holder, the Company shall register the transfer of all or any portion of this Certificate. Upon such registration of transfer,
the Company shall issue a new Certificate, in substantially the form of this Certificate, evidencing the acquisition rights transferred
to the transferee and a new Certificate, in similar form, evidencing the remaining acquisition rights not transferred, to the
Certificate Holder requesting the transfer.


 


(b)
Certificate Exchangeable for Different Denominations. The Certificate Holder may exchange this Certificate for a new Certificate
or Certificates, in substantially the form of this Certificate, evidencing in the aggregate the right to receive the Certificate
Payment which may then be received hereunder, each of such new Certificates to be dated the date of such exchange and to represent
the right to receive such percentage of Certificate Payments as shall be designated by the Certificate Holder. The Certificate
Holder shall surrender this Certificate with duly executed instructions regarding such re-certification of this Certificate to
the Secretary of the Company at its principal offices or at such other office or agency as the Company may specify in writing
to the Certificate Holder.


 


(c)
Restrictions on Transfers. This Certificate may not be transferred at any time without (i) registration under the Securities
Act of 1933, as amended (the “Securities Act”) or (ii) an exemption from such registration and a written opinion
of legal counsel addressed to the Company that the proposed transfer of the Certificate may be effected without registration under
the Securities Act, which opinion will be in form and from counsel reasonably satisfactory to the Company.


 


(d)
Permitted Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 3, the Certificate Holder
may transfer, with or without consideration, this Certificate (or a portion thereof) to the Certificate Holder’s Affiliates
(as such term is defined under Rule 144 of the Securities Act) without obtaining the opinion from counsel that may be required
by Section 3(c)(ii), provided, that the Certificate Holder delivers to the Company and its counsel certification, documentation,
and other assurances reasonably required by the Company’s counsel to enable the Company’s counsel to render an opinion
to the Company’s Transfer Agent that such transfer does not violate applicable securities laws.


 




    	-2- 



    	 



    

 


4.
MUTILATED OR MISSING CERTIFICATE


 


If
this Certificate is mutilated, lost, stolen or destroyed, upon request by the Certificate Holder, the Company will, at its expense,
issue, in exchange for and upon cancellation of the mutilated Certificate, or in substitution for the lost, stolen or destroyed
Certificate, a new Certificate, in substantially the form of this Certificate, representing the right to acquire the equivalent
amount of Certificate Payments; provided, that, as a prerequisite to the issuance of a substitute Certificate, the Company
may require satisfactory evidence of loss, theft or destruction as well as an indemnity from the Certificate Holder of a lost,
stolen or destroyed Certificate.


 


5.
NO RIGHTS IN COMPANY’S SECURITIES


 


No
holder of this Certificate, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company,
nor shall anything contained herein be construed to confer upon the holder of this Certificate, as such, the rights of a stockholder
of the Company or the right to vote for the election of directors or upon any matter submitted to stockholders at any meeting
thereof, or give or withhold consent to any corporate action or to receive notice of meetings or other actions affecting stockholders
(except as provided herein), or to receive dividends or subscription rights or otherwise.


 


6.
NOTICES


 


All
notices, consents, waivers, and other communications under this Certificate must be in writing and will be deemed given to a party
when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b)
sent by facsimile or e-mail with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Certificate Holder hereof; or (d) seven days after the
placement of the notice into the mails (first class postage prepaid), to the Certificate Holder at the address, facsimile number,
or e-mail address furnished by the registered Certificate Holder to the Company, or if to the Company, to it at 150 Union Square
Drive, New Hope, PA 18938, Attn: James Martin, CFO (or to such other address, facsimile number, or e-mail address as the Certificate
Holder or the Company as a party may designate by notice to the other party).


 




    	-3- 



    	 



    

 


7.
SEVERABILITY


 


If
a court of competent jurisdiction holds any provision of this Certificate invalid or unenforceable, the other provisions of this
Certificate will remain in full force and effect. Any provision of this Certificate held invalid or unenforceable only in part
or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


8.
BINDING EFFECT


 


This
Certificate shall be binding upon and inure to the sole and exclusive benefit of the Company, its successors and assigns, the
registered Certificate Holder or Certificate Holders from time to time of this Certificate.


 


9.
GOVERNING LAW


 


This
Certificate will be governed by and construed under the laws of the State of New York without regard to conflicts of laws principles
that would require the application of any other law.


 


10.
DISPUTE RESOLUTION


 


In
the case of a dispute as to the arithmetic calculation of the Royalty Amount and/or the Certificate Payment, the Company shall
submit the disputed arithmetic calculation(s) via facsimile within two Business Days of receipt of a written notice from the Certificate
Holder giving rise to such dispute, to the Certificate Holder. If the Certificate Holder and the Company are unable to agree upon
such calculation of the Royalty Amount and/or the Certificate Payment within three Business Days of such disputed arithmetic calculation
being submitted to the Certificate Holder, then the Company shall, within two Business Days, submit via facsimile the disputed
arithmetic calculation of the Royalty Amount and/or the Certificate Payment to the Company’s independent, outside accountant.
The Company shall cause at its expense the accountant to perform the calculation(s) and notify the Company and the Certificate
Holder of the results no later than ten (10) Business Days from the time it receives the disputed arithmetic calculation(s). Such
accountant’s calculation(s) shall be binding upon all parties absent demonstrable error.


 


11.
NO THIRD PARTY RIGHTS


 


This
Certificate is not intended, and will not be construed, to create any rights in any parties other than the Company and the Certificate
Holder, and no person or entity may assert any rights as third-party beneficiary hereunder.


 


[SIGNATURE
PAGE FOLLOWS]


 




    	-4- 



    	 



    

 


IN
WITNESS WHEREOF, the Company has caused this Certificate to be duly executed as of the date first set forth above.


 


MOTUS
GI HOLDINGS, INC.  




 


	By:
    	 	 
	Name:
    	 	 
	Title:
    	 	 


 


[Signature
Page to Placement Agent Royalty Payment Rights Certificate]


 




    	 



    	 



    

 


EXHIBIT
A


 


ROYALTY
PAYMENT RIGHTS


 


The
Holders of the Series A Convertible Preferred Stock of Motus GI Holdings, Inc. (the “Company”) have
the royalty payment rights (the “Royalty Payment Rights”), as set forth in and subject to the terms
and conditions of the Company’s Certificate of Designation, and as reproduced in this Exhibit A to this Payment
Rights Certificate. Upon the Mandatory Conversion Date, any Holder of the Series A Convertible Preferred Stock will no longer
be entitled to Royalty Payment Rights by virtue of owning shares of Series A Convertible Preferred Stock and instead the Company
shall issue to each Holder a Royalty Payment Rights certificate, evidencing such Royalty Payment Rights, which certificate shall
contain in all material respects the Royalty Payment Rights set forth in the Company’s Certificate of Designation.


 


Section
(a) Definitions. For purposes of this Exhibit A, the following terms have the following meanings:


 


“Affiliate”
means any person controlled directly or indirectly through one or more intermediaries, by the Company. A Person shall be regarded
as in control of the Company if the Company owns or directly or indirectly controls more than fifty percent (50%) of the voting
stock or other ownership interest of the other person, or if it possesses, directly or indirectly, the power to direct or cause
the direction of the management and policies of such person.


 


“Business
Day” means any day except Saturday, Sunday, and any day which shall be a federal legal holiday in the United States
or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action
to close. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day.


 


“Certificate
of Designation” means the Company’s Certificate of Designation of Preferences, Rights and Limitations of Series
A Convertible Preferred Stock, as filed with the Secretary of State of the State of Delaware on December 20, 2016.


 


“Common
Stock” means the common stock of the Company, par value $0.0001 per share, including any securities issued or issuable
with respect thereto or into which or for which such shares may be exchanged for, or converted into, pursuant to any stock dividend,
stock split, stock combination, recapitalization, reclassification, reorganization or other similar event


 


“Company
Conversion Notice” means a notice delivered by the Company to effect a Mandatory Conversion of all the outstanding
Series A Convertible Preferred Stock, provided that the effective date of such Mandatory Conversion shall be no less than ten
Business Days following delivery of such notice.


 


“Conversion
Price” means $5.00, subject to adjustment as set forth in the Certificate of Designation.


 


“First
Commercial Sale” means, on a country by country basis, with respect to a Product, the first bona fide sale
of such Product to a third party by or on behalf of the Company or its Affiliates in a country after Regulatory Approval has been
achieved for such Product in such country. For greater certainty, sales for test marketing, sampling and promotional uses, clinical
trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale, so long as the Product
is provided free of charge, or at or below cost.


 




    	- Exhibit A-1-



    	 



    

 


“Holder”
shall mean the owner of the Series A Convertible Preferred Stock.


 


“Investor”
mean the holder of Participating Royalty Interests.


 


“Licensing
Proceeds” means all cash received by the Company and its Affiliates from third party licensees or partners with
respect to licensing or partnering arrangements with respect to a Product, including, without limitation, (i) royalties based
on sales of Products by third party licensees or their sublicensees; (ii) any licensing fees (including, without limitation, upfront
fees) for rights to develop or commercialize Products, or other payments in connection with the licensing of rights with respect
to Products; (iii) milestone payments (including without limitation, those based on development, regulatory or commercialization
milestones for Products); and (iv) research and development funding.


 


“Mandatory
Conversion” means the event, on the Mandatory Conversion Date, pursuant to which each outstanding share of Series
A Convertible Preferred Stock will automatically convert into such number of fully paid and non-assessable shares of Common Stock
as is determined by dividing the Stated Value by the Conversion Price in effect on the Mandatory Conversion Date.


 


“Mandatory
Conversion Date” means the sooner to occur of (i) December 19, 2019 or (ii) the effective date set forth in the
Company Conversion Notice.


 


“Net
Sales” means for any period, the gross amount invoiced by the Company and its Affiliates for the sale of Products,
(including, without limitation, third party agents, distributors and wholesalers), less the total of the following, to the extent
applicable:


 


	 	(i)	trade,
    cash and/or quantity discounts not already reflected in the amount invoiced;
	 	 	 
	 	(ii)	all
    excise, sales and other consumption taxes (including VAT) and custom duties, whether or not specifically identified as such
    in the invoice to the third party;
	 	 	 
	 	(iii)	freight,
    distribution, insurance and other transportation charges, whether or not specifically identified as such in the invoice to
    the third party;
	 	 	 
	 	(iv)	amounts
    repaid or credited by reason of rejections, defects or returns or because of chargebacks, retroactive price reductions, refunds
    or billing errors;
	 	 	 
	 	(v)	any
    royalty amounts or license fees payable by the Company to a non-Affiliate third party for access to, or licensing in of, such
    non-Affiliate third party’s intellectual property rights for use or exploitation of the Products; and
	 	 	 
	 	(vi)	rebates
    and similar payments made with respect to sales paid for or reimbursed by any governmental or regulatory authority such as,
    by way of illustration, United States Federal or state Medicaid, Medicare or similar state program or equivalent foreign governmental
    program.


 




    	- Exhibit A-2-



    	 



    

 


For
purposes of determining Net Sales, “sale” will not include transfers or dispositions for charitable, promotional,
pre-clinical, clinical, regulatory or governmental purposes. “Net Sales” also excludes all Licensing Proceeds received
by the Company and its Affiliates from third party licensees to the extent that a royalty payment has otherwise been made with
respect to such Licensing Proceeds.


 


“Participating
Royalty Interests” shall mean (i) for each Holder the number of shares of Series A Convertible Preferred Stock held
on the applicable Record Date, and (ii) for all Holders in the aggregate the number of shares of Series A Convertible Preferred
Stock held by all Holders on the applicable Record Date.


 


“Patent”
shall mean all national, regional, and international (a) issued patents, including without limitation utility patents,
design patents, and utility models; (b) pending patent applications (whether provisional or non-provisional); (c) divisionals,
continuations, continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing,
and patents resulting from any opposition or post-grant proceedings, including without limitation post-grant review, covered business
method patent review, inter partes review, and derivation proceedings; and (d) any other forms of governmental authority issued
rights substantially similar to any of the foregoing.


 


“Person”
means an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership,
joint-stock company, trust or unincorporated organization.


 


“Preferred
Stock” means the Company’s preferred stock, par value $0.0001 per share, and stock of any other class of securities
into which such securities may hereafter be reclassified or changed into.


 


“Private
Placement Offering” means only that private placement offering of Units conducted pursuant to the Confidential Private
Placement Memorandum of the Company, dated November 30, 2016.


 


“Product”
means either (i) the Pure-Vu system, including disposables, parts, and services or (ii) any other system or device that is covered
by a Patent issued to or issuable to the Company as of December 20, 2016 (the date the Company’s Certificate of Designation
was filed with the Secretary of State of the State of Delaware).


 


“Record
Date” means the third Business Day prior to the applicable date, as determined in Section (c) of this Exhibit A,
on which a Royalty Amount is payable by the Company.


 


“Regulatory
Approval” means the approval of the Company’s Pure-Vu system product candidate by the U.S. Food and Drug
Administration or the European Medicines Agency.


 


“Royalty
Amount” shall have the meaning set forth in Section (b) of this Exhibit A.


 




    	- Exhibit A-3-



    	 



    

 


“Royalty
Amount Per Share” shall be expressed as a dollar amount and shall be equal to the Royalty Amount divided by the
aggregate Participating Royalty Interests on the applicable Record Date.


 


“Royalty
Term” means, with respect to each Product, on a country by country basis in each country, commencing on the First
Commercial Sale of the Product, if the Company is commercializing the Product directly, or the date the Company enters into a
licensing agreement or partnering agreement for such Product until the last of:


 


	 	(i)	the
    expiration of the last to expire of the Valid Claims covering such Product in such country; or
	 	 	 
	 	(ii)	the
    expiration of any regulatory exclusivity period covering such Product in such country.


 


For
clarity, by way of example, the Royalty Term in the United States extends to October 2026 as of the effective date of the Certificate
of Designation, which period may be altered by the prosecution of the Company’s patent claims and new patent filings from
time-to-time.


 


“Series
A Convertible Preferred Stock” means the series of Preferred Stock, $0.0001 par value per share, designated by the
Company’s Certificate of Designation, as filed with the Secretary of State of the State of Delaware on December 20, 2016.


 


“Stated
Value” means $5.00 per share.


 


“Units”
means the units consisting of (i) three-quarter (3/4) of a share of Common Stock, and (ii) one-quarter (1/4) a share of Series
A Convertible Preferred Stock offered pursuant to the Private Placement Offering.


 


“Valid
Claim” means a claim (i) of an issued and unexpired United States Patent that has not been revoked or held permanently
unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed
within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through re-issue or disclaimer
or otherwise, or (ii) of any patent application included that has not been cancelled, withdrawn or abandoned or been pending for
more than six (6) years.


 


Section
(b) Royalties. During the Royalty Term, the Company will pay to the Holders, with the allocation between Holders determined
as set forth in Section (e) of this Exhibit A, in aggregate, a royalty in an amount (referred to as the “Royalty Amount”)
equal to:


 


	Company Commercializes
    Product Directly	 	The Rights to Commercialize
    the Product is Sublicensed by Company to a third-party
	3.0% of Net Sales, subject in all cases for
    all Products in any calendar year up to $30,000,000.	 	5.0% of any Licensing Proceeds, subject in all
    cases for all Products in any calendar year up to $30,000,000.


 




    	- Exhibit A-4-



    	 



    

 


Section
(c) Timing of Royalty Payments. With respect to Products that the Company commercializes directly, royalty payments, if
any, will be paid annually 15 Business Days after the issuance of the Company’s audited financial statements for the prior
year. With respect to Products that the Company sublicenses or otherwise disposes of to a third-party, royalty payments, if any,
will be paid 10 business days after the end of the applicable quarter in which such Licensing Proceeds were received by the Company.
However, all royalty payments shall be accrued by the Company until 15 Business Days after the issuance of the Company’s
audited financial statements for the earlier of (i) the calendar year in which Net Sales exceed $15 million or Licensing Proceeds
exceed $2.5 million, or (ii) the year ended December 31, 2019, at which time all accrued royalties shall be paid in a lump sum
along with the regular royalty payments and subsequent royalty payments will be made irrespective of the amount of annual Net
Sales or Licensing Proceeds.


 


Section
(d) Vesting. The shares of Series A Convertible Preferred Stock will be immediately vested upon issuance. If a Holder elects
to convert all of its Series A Convertible Preferred Stock into Common Stock, pursuant to Section (a) of this Exhibit A, prior
to the Mandatory Conversion Date, the Holder will forfeit any and all rights to future Royalty Payment Rights, if any. If a Holder
elects to convert a portion but not all of its Series A Convertible Preferred Stock into Common Stock at any time prior to the
Mandatory Conversion Date, such Holder will forfeit any rights to future Royalty Payment Rights, if any, with respect to such
converted shares.


 


Section
(e) Allocation of Royalty Payment. Once the Royalty Amount has been calculated as set forth in Section (b) of this Exhibit
A, the royalty payable to each Investor shall be calculated as follows:


 


(i)
Prior to the three year anniversary of the effective date of the Certificate of Designation, the royalty payable to each Investor
will be equal to the Royalty Amount Per Share multiplied by the number of Participating Royalty Interests held by Investor
on the applicable Record Date


 


(ii)
On or after the three year anniversary of the effective date of the Certificate of Designation, the royalty payable to each Investor
will be calculated by multiplying the Royalty Amount by the percentage set forth in each Investor’s Royalty Payment Rights
certificate. The percentage set forth in each Royalty Payment Rights certificate will be calculated as follows:


 


	Number
    of Participating Royalty Interests Held by Investor after the three year anniversary of the effective date of the Certificate
    of Designation
	Total Participating
    Royalty Interests after the three year anniversary of the effective date of the Certificate of Designation


 


Section
(f) Separability/Effect of Transfer. The Royalty Payment Rights may not be transferred separate from the shares of Series
A Convertible Preferred Stock until after the three year anniversary of the effective date of the Certificate of Designation.
Upon the three year anniversary of the effective date of the Certificate of Designation, the Company will issue a certificate
representing the Royalty Payment Rights to each Holder of shares of Series A Convertible Preferred Stock at such date. Such Royalty
Payment Rights certificate shall set forth the applicable percentage of any Royalty Amounts payable by the Company on or after
the date of issuance of such Royalty Payment Rights certificate and the other applicable terms for such Royalty Payment Rights.
Following the issuance of Royalty Payment Rights certificate, the Holders of shares of Series A Convertible Preferred Stock will
not have any Royalty Payment Rights resulting from their ownership of such shares of Series A Convertible Preferred Stock and
the Royalty Payment Rights shall soley be evidenced by the Royalty Payment Rights certificate and may be transferred, subject
to the availability of an exemption from registration under applicable state and federal securities laws, separately from the
shares of Series A Convertible Preferred Stock. For all transfers made prior to the three year anniversary of effective date of
the Certificate of Designation, the Royalty Payment Rights will follow any transfer of the shares of Series A Convertible Preferred
Stock. If a Holder transfers any of its shares of Series A Convertible Preferred Stock prior to the three year anniversary of
the effective date of the Certificate of Designation, the transferee of such shares will have thereafter the Royalty Payment Rights
related to the shares of Series A Convertible Preferred Stock it receives, and the transferring Holder will thereafter no longer
have any Royalty Payment Rights in respect of the shares of Series A Convertible Preferred Stock it transferred.


 


Section
(g) Unsecured Obligations. The Royalty Payment Rights are unsecured obligations of the Company.


 


Section
(h) Amendments, Modifications and Waivers. Prior to the Mandatory Conversion Date, all modifications, amendments or waivers
to the Royalty Payment Rights shall require the written consent of the Company and the Holders of the majority of the then outstanding
shares of Series A Convertible Preferred Stock. Following the issuance of the Royalty Payment Rights certificate, all modifications,
amendments or waivers to the Royalty Payment Rights shall require the written consent of the Company and the holders of Royalty
Payment Rights certificates representing, in the aggregate, the right to receive at least 50% of any Royalty Amount payable by
the Company.


 




    	- Exhibit A-5-



    	 



    

 


EXHIBIT
B


 


FORM
OF ASSIGNMENT


 


FOR
VALUE RECEIVED, ___________________________________ hereby sells, assigns and transfers to each assignee set forth below all of
the rights of the undersigned under the Certificate (as defined in and evidenced by the attached Certificate) to acquire the percentage
of the Certificate Payment set opposite the name of such assignee below and in and to the foregoing Certificate with respect to
said acquisition rights:


 


	Name
    of Assignee	 	Address	 	Certificate
    Payment Percentage
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If
the total above does not represent all of the Certificate Payment evidenced by the foregoing Certificate, the undersigned requests
that a new Certificate evidencing the right to acquire the remaining portion of the Certificate Payment not so assigned by issued
in the name of and delivered to the undersigned.


 


Name
of Holder (print): _____________________________


(Signature):_______________________________________


	 	(By:)	 
	 	(Title:)	 
	 	Dated: