STOCK
OPTION AGREEMENT


 


TO
ISRAELI EMPLOYEES AND DIRECTORS


 


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 and any Shares
to be issued upon exercise of the Option, and all other securities received following any exercise or realization of rights, including
bonus shares, until the later to occur of: (i) the lapse of the minimum Lockup Period as required under Section 102, or (ii) the
full payment of all requisite taxes by the Optionee, as determined by the Company and the Trustee, in their sole discretion.


 




    	 	 	 



    	 



    

 


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 of an exercise
notice (the “Exercise Notice”) in a form satisfactory to the Committee and the Trustee 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 shall not release to Optionee any (i) Option, (ii) Shares
issues upon the exercise of the Option or (iii) other securities received from such Option or Shares, prior to full payment
of the Exercise Price and all the tax liabilities in a method determined by the Company and the Trustee, 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.




 




    	 	 	 



    	 



    

 


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 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 law,
rules and regulations. The Company and/or its Affiliate and/or the Trustee, as the case may be, 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.


 


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 102. 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.


 


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. The Optionee agrees not to sell, transfer or
otherwise dispose of such Shares unless they are either (1) registered under the Securties Act and all applicable state
securities laws, or (2) exempt from such registration in the opinion of Company counsel


 




    	 	 	 



    	 



    

 


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.


 




    	 	 	 



    	 



    

 


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 his or her residence address.


 


The
Optionee and the Company further agree that the Option is granted under and governed by Section 102 and the Trust Agreement. Furthermore,
the Optionee agrees that the Option and any underlying Shares will be issued to or controlled by the Trustee for the Optionee’s
benefit, pursuant to the terms 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 102 and the Trust
Agreement and agrees that during the Lockup Period in accordance with Section 102, he or she will not require the Trustee to release
the Option or Shares to him or her, or to sell the Option or Shares to a third party, unless permitted to do so by applicable
law and he or she bears the full implications of such request.


 


[Signature
Page Follows]


 




    	 	 	 



    	 



    

 


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:	                                              


 




    	 	 	 



    	 



    

 


EXHIBIT
A


 


STOCK
OPTION AGREEMENT


 


MOTUS
GI HOLDINGS, INC.


 


Optionee’s
Name: _____________________


 


Date
of Grant of Prior Plan Option: _____________________


 


Designation:



[  ]
102 Capital Gain Option; or


[  ]
102 Ordinary Income Option.


 


	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)


Company
Signatory







 


 


 









[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.