Warrant
Certificate No. W-[●]


 


NEITHER
THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES
NOR ANY INTEREST THEREIN MAY 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: [●]	Void
    After: [●]


 


MOTUS
GI HOLDINGS, INC.


 


WARRANT
TO PURCHASE COMMON STOCK


 


Motus
GI Holdings, Inc., a Delaware corporation (the “Company”), effective [●] (the “Effective
Date”), hereby issues to [●], (the “Holder” or “Warrant Holder”)
this Warrant (the “Warrant”) to purchase [●] shares (each such share as from time to time adjusted as
hereinafter provided being a “Warrant Share” and all such shares being the “Warrant Shares”)
of the Company’s Common Stock (as defined below), at the Exercise Price (as defined below), as adjusted from time to time
as provided herein, on or before [●] (the “Expiration Date”), all subject to the following terms and
conditions. This Warrant has been issued in connection with that certain Consulting Agreement, between the Company and the Holder,
dated [●], as the same may have been amended and supplemented from time to time (the “Consulting Agreement”).


 


As
used in this Warrant, (i) “Business Day” means any day other than Saturday, Sunday or any other day on which
commercial banks in the City of New York, New York, are authorized or required by law or executive order to close; (ii) “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; (iii) “Exercise
Price” means $8.00 per share of Common Stock, subject to adjustment as provided herein; (iv) “Trading Day”
means any day on which the Common Stock is traded (or available for trading) on its principal trading market; and (v) “Affiliate”
means any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common
control with, a person, as such terms are used and construed in Rule 144 promulgated under the Securities Act of 1933, as amended
(the “Securities Act”).


 




    	 



    	 



    

 


 1. DURATION AND EXERCISE OF WARRANTS




 


(a)
Vesting; Exercise Period. This Warrant shall become exercisable as follows (each a “Vesting Date”): (i)
[●] Warrant Shares shall become exercisable on [●], (ii) [●] Warrant Shares shall become exercisable on the
six month anniversary of the date the Securities and Exchange Commission declares the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) effective (the “Registration Statement Effectiveness
Date”), and (iii) [●] Warrant Shares shall become exercisable on the twelve month anniversary of the
Registration Statement Effectiveness Date, provided that the Holder remains a service provider, pursuant to the terms of the
Consulting Agreement, to the Company through each applicable Vesting Date. The Holder may exercise this Warrant in whole or
in part, with respect to Warrant Shares that have become exercisable pursuant to this Section 1(a), on any Business Day on or
before 5:00 P.M., Eastern Time, on the Expiration Date, at which time this Warrant shall become void and of no
value.


 


 (b) Exercise Procedures.




 


(i)       While
this Warrant remains outstanding and exercisable in accordance with Section 1(a), the Holder may exercise this Warrant in whole
or in part at any time and from time to time for Warrant Shares that have become exercisable pursuant to Section 1(a) by:


 


(A)       delivery
to the Company of a duly executed copy of the Notice of Exercise attached as Exhibit A;


 


(B)       surrender
of this Warrant 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 Holder; and


 


(C)       payment
of the then-applicable Exercise Price per share multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the form of cash, or by certified check, bank
draft or money order payable in lawful money of the United States of America.


 


(ii)       Intentionally
omitted.


 


(iii)       Upon
the exercise of this Warrant in compliance with the provisions of this Section 1(b) the Company shall promptly issue and cause
to be delivered to the Holder a certificate for the Warrant Shares purchased by the Holder. Each exercise of this Warrant shall
be effective immediately prior to the close of business on the date (the “Date of Exercise”) that the conditions
set forth in Section 1(b) have been satisfied, as the case may be. On the first Business Day following the date on which the Company
has received each of the Notice of Exercise and the Aggregate Exercise Price (the “Exercise Delivery Documents”),
the Company shall transmit an acknowledgment of receipt of the Exercise Delivery Documents to the Company’s transfer agent
(the “Transfer Agent”). On or before the third Business Day following the date on which the Company has received
all of the Exercise Delivery Documents (the “Share Delivery Date”), the Company shall (X) provided that the
Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer
Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled
pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal
Agent Commission system, or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program,
issue and dispatch by overnight courier to the address as specified in the Notice of Exercise, a certificate, registered in the
Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for
all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised,
irrespective of the date of delivery of the certificates evidencing such Warrant Shares.


 




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(iv)       If
the Company shall fail for any reason or for no reason to issue to the Holder, within three (3) Business Days of receipt of the
Exercise Delivery Documents, a certificate for the number of shares of Common Stock to which the Holder is entitled and register
such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for
such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if
on or after such Business Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver
in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving
from the Company (a “Buy-In”), then the Company shall, (A) pay in cash to the Holder the amount, if any, by
which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased (the “Buy-In Amount”) plus the amount paid by the Holder to the Company as the exercise price for
the Warrant Shares exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required
to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such
purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent
number of Warrant Shares for which such exercise was not honored or deliver to the Holder the number of shares of Common Stock
that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example,
if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise
of shares of Common Stock, and paid the Company $5,000 as the exercise price, the Holder’s cash outlay would be a total
of $16,000; and if the aggregate sales price of the shares giving rise to such Buy-In obligation was $10,000, under clause (A)
of the immediately preceding sentence the Company shall be required to pay the Holder $6,000. The Holder shall provide the Company
written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence
of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder,
at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the
Company’s failure to timely deliver certificates representing shares of Common Stock upon exercise of the Warrant as required
pursuant to the terms hereof.


 




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(c)       Partial
Exercise. This Warrant shall be exercisable for Warrant Shares that have become exercisable pursuant to Section 1(a), either
in its entirety or, from time to time, for part only of the number of Warrant Shares referenced by this Warrant. If this Warrant
is submitted in connection with any exercise pursuant to Section 1 and the number of Warrant Shares represented by this Warrant
submitted for exercise is greater than the actual number of Warrant Shares being acquired upon such an exercise, then the Company
shall as soon as practicable and in no event later than five (5) Business Days after any exercise and at its own expense, issue
a new Warrant of like tenor representing the right to purchase the number of Warrant Shares purchasable immediately prior to such
exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.


 


(d)       Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the
Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 16.


 


 2. ISSUANCE OF WARRANT SHARES




 


(a)       The
Company covenants that all Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be (i) duly authorized,
fully paid and non-assessable, and (ii) free from all liens, charges and security interests, with the exception of claims arising
through the acts or omissions of any Holder and except as arising from applicable Federal and state securities laws.


 


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


 


(c)       The
Company will not, by amendment of its certificate of incorporation, by-laws or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Warrant and in the taking of all action necessary or appropriate in order to
protect the rights of the Holder to exercise this Warrant, or against impairment of such rights.


 




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3.
ADJUSTMENTS OF EXERCISE PRICE, NUMBER AND TYPE OF WARRANT SHARES


 


(a)       The
Exercise Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time
to time upon the occurrence of certain events described in this Section 3; provided, that notwithstanding the provisions
of this Section 3, the Company shall not be required to make any adjustment if and to the extent that such adjustment would require
the Company to issue a number of shares of Common Stock in excess of its authorized but unissued shares of Common Stock, less
all amounts of Common Stock that have been reserved for issue upon the conversion of all outstanding securities convertible into
shares of Common Stock and the exercise of all outstanding options, warrants and other rights exercisable for shares of Common
Stock. If the Company does not have the requisite number of authorized but unissued shares of Common Stock to make any adjustment,
the Company shall use its commercially reasonable efforts to obtain the necessary stockholder consent to increase the authorized
number of shares of Common Stock to make such an adjustment pursuant to this Section 3.


 


(i)       Subdivision
or Combination of Stock. In case the Company shall at any time subdivide (whether by way of stock dividend, stock split or
otherwise) its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior
to such subdivision shall be proportionately reduced and the number of Warrant Shares shall be proportionately increased, and
conversely, in case the outstanding shares of Common Stock of the Company shall be combined (whether by way of stock combination,
reverse stock split or otherwise) into a smaller number of shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares shall be proportionately decreased. The Exercise Price and
the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events
described in this Section 3(a)(i).


 


(ii)       Dividends
in Stock, Property, Reclassification. If at any time, or from time to time, all of the holders of Common Stock (or any shares
of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled
to receive, without payment therefore:


 


(A)       any
shares of stock or other securities that are at any time directly or indirectly convertible into or exchangeable for Common Stock,
or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,
or


 


(B)       additional
stock or other securities or property (including cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a stock split or adjustments in respect of which
shall be covered by the terms of Section 3(a)(i) above),


 


then
and in each such case, the Exercise Price and the number of Warrant Shares to be obtained upon exercise of this Warrant shall
be adjusted proportionately, and the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition
to the number of shares of Common Stock receivable thereupon, and without payment of any additional consideration therefor, the
amount of stock and other securities and property (including cash in the cases referred to above) that such Holder would hold
on the date of such exercise had such Holder been the holder of record of such Common Stock as of the date on which holders of
Common Stock received or became entitled to receive such shares or all other additional stock and other securities and property.
The Exercise Price and the Warrant Shares, as so adjusted, shall be readjusted in the same manner upon the happening of any successive
event or events described in this Section 3(a)(ii).


 




    	-5-



    	 



    

 


(iii)       Reorganization,
Reclassification, Consolidation, Merger or Sale. If any recapitalization, reclassification or reorganization of the capital
stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially
all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive
stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic
Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right
to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable
upon the exercise of the vested rights represented by this Warrant) such shares of stock, securities or other assets or property
as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the
number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the vested rights
represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect
to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation,
provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this
Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon
the exercise hereof. The Company will not affect any such consolidation, merger or sale unless, prior to the consummation thereof,
the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing
such assets shall assume by written instrument reasonably satisfactory in form and substance to the Holder executed and mailed
or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation
to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder
may be entitled to purchase. If there is an Organic Change, then the Company shall cause to
be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 10 calendar days
before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become
effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange
their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such
notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified
in such notice. The Holder is entitled to exercise this Warrant, with respect to Warrant Shares that have become exercisable pursuant
to Section 1(a), during the 10-day period commencing on the date of such notice to the effective date of the event triggering
such notice. In any event, the successor corporation (if other than the Company) resulting from such consolidation or merger
or the corporation purchasing such assets shall be deemed to assume such obligation to deliver to such Holder such shares of stock,
securities or assets even in the absence of a written instrument assuming such obligation to the extent such assumption occurs
by operation of law.


 




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(b)       Certificate
as to Adjustments. Upon the occurrence of each adjustment or readjustment pursuant to this Section 3, the Company at its expense
shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each Holder of this
Warrant a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based. The Company shall promptly furnish or cause to be furnished to such Holder a like certificate setting
forth: (i) such adjustments and readjustments; and (ii) the number of shares and the amount, if any, of other property which at
the time would be received upon the exercise of the Warrant.


 


(c)       Certain
Events. If any event occurs as to which the other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under this Warrant in accordance with the basic intent
and principles of such provisions, or if strictly applicable would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such provisions, then the Company’s Board of Directors
will, in good faith, make an appropriate adjustment to protect the rights of the Holder; provided, that no such adjustment
pursuant to this Section 3(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined
pursuant to this Section 3.


 


4.
INTENTIONALLY OMITTED.


 


 5. TRANSFERS AND EXCHANGES OF WARRANT AND WARRANT SHARES




 


(a)       Registration
of Transfers and Exchanges. Subject to Section 5(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, 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 Holder, the Company shall register the transfer of all or
any portion of this Warrant. Upon such registration of transfer, the Company shall issue a new Warrant, in substantially the form
of this Warrant, evidencing the acquisition rights transferred to the transferee and a new Warrant, in similar form, evidencing
the remaining acquisition rights not transferred, to the Holder requesting the transfer.


 


(b)       Warrant
Exchangeable for Different Denominations. The Holder may exchange this Warrant for a new Warrant or Warrants, in substantially
the form of this Warrant, evidencing in the aggregate the right to purchase the number of Warrant Shares which may then be purchased
hereunder, each of such new Warrants to be dated the date of such exchange and to represent the right to purchase such number
of Warrant Shares as shall be designated by the Holder. The Holder shall surrender this Warrant with duly executed instructions
regarding such re-certification of this Warrant 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 Holder.


 


(c)       Restrictions
on Transfers. This Warrant may not be transferred at any time without (i) registration under 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 Warrant may be effected without registration under the Securities Act, which opinion will be in form and from counsel reasonably
satisfactory to the Company.


 




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(d)       Permitted
Transfers and Assignments. Notwithstanding any provision to the contrary in this Section 5, the Holder may transfer, with
or without consideration, this Warrant or any of the Warrant Shares (or a portion thereof) to the 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 5(c)(ii), provided, that the 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.


 


 6. MUTILATED OR MISSING WARRANT CERTIFICATE




 


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


 


 7. PAYMENT OF TAXES




 


The
Company will pay all transfer and stock issuance taxes attributable to the preparation, issuance and delivery of this Warrant
and the Warrant Shares (and replacement Warrants) including, without limitation, all documentary and stamp taxes; provided,
however, that the Company shall not be required to pay any tax in respect of the transfer of this Warrant, or the issuance
or delivery of certificates for Warrant Shares or other securities in respect of the Warrant Shares to any person or entity other
than to the Holder.


 


8.
FRACTIONAL WARRANT SHARES


 


No
fractional Warrant Shares shall be issued upon exercise of this Warrant. The Company, in lieu of issuing any fractional Warrant
Share, shall round up the number of Warrant Shares issuable to nearest whole share.


 


 9. NO STOCK RIGHTS AND LEGEND




 


No
holder of this Warrant, as such, shall be entitled to vote or be deemed the holder of any other securities of the Company that
may at any time be issuable on the exercise hereof, nor shall anything contained herein be construed to confer upon the holder
of this Warrant, 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 (except as provide herein).


 




    	-8-



    	 



    

 


Each
certificate for Warrant Shares initially issued upon the exercise of this Warrant, and each certificate for Warrant Shares issued
to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with a legend in substantially the
following form:


 


“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, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, 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 REASONABLY 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.”


 


 10. PIGGYBACK REGISTRATION.




 


(a)       After
the one (1) year anniversary of the signing of the Consulting Agreement, if the Company proposes to register the offer and sale
of any shares of its Common Stock under the Securities Act (other than a registration (i) pursuant to (a) the Registration Statement,
(b) a registration statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors
of the Company pursuant to any employee stock plan or other employee benefit arrangement), or (c) a registration statement on
Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
or (ii) in connection with any dividend or distribution reinvestment or similar plan), whether for its own account or for the
account of one or more stockholders of the Company and the form of registration statement (a “Piggyback Registration
Statement”) to be used may be used for any registration of Registrable Securities (a “Piggyback Registration”),
the Company shall give prompt written notice (in any event no later than 20 calendar days prior to the filing of such registration
statement) to the Holder of its intention to effect such a registration and, subject to Section 10(b) and 10(c), shall include
in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion
from the Holder within 10 calendar days after the Company’s notice has been given to the Holder. The Company may postpone
or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion. For purposes of this
Section 10, the term “Registrable Securities” means (x) the Warrant Shares and (y) any capital stock of the
Company issued or issuable with respect to the Warrant Shares, including, without limitation, as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise, but excluding (i) any Registrable Securities that have
been publicly sold or may be sold immediately without registration under the Securities Act either pursuant to Rule 144 of the
Securities Act or otherwise; (ii) any Registrable Securities sold by the Holder in a transaction pursuant to a registration statement
filed under the Securities Act, or (iii) any Registrable Securities that are at the time subject to an effective registration
statement under the Securities Act.


 




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(b)       If
a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriter
advises the Company and the holders of Registrable Securities (if any holders of Registrable Securities have elected to include
Registrable Securities in such Piggyback Registration) in writing that in its reasonable and good faith opinion the number of
shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares
of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can
be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would
adversely affect the price per share of the Common Stock to be sold in such offering, the managing underwriter, at its sole discretion,
may exclude some or all Registrable Securities from such registration and underwriting, and the Company shall include in such
registration (i) first, the shares of Common Stock that the Company proposes to sell; and (ii) second, the shares of Common Stock
requested to be included therein by the holders of Registrable Securities and holders of Common Stock other than holders of Registrable
Securities, allocated pro rata among all such holders on the basis of the number of Registrable Securities and the number of shares
of Common Stock other than Registrable Securities (on a fully diluted, as converted basis), as applicable, owned by all such holders
or in such manner as they may otherwise agree.


 


(c)       If
a Piggyback Registration is initiated as an underwritten offering on behalf of a holder of Common Stock other than Registrable
Securities, and the managing underwriter advises the Company in writing that in its reasonable and good faith opinion the number
of shares of Common Stock proposed to be included in such registration, including all Registrable Securities and all other shares
of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can
be sold in such offering and/or that the number of shares of Common Stock proposed to be included in any such registration would
adversely affect the price per share of the Common Stock to be sold in such offering, the Company shall include in such registration
(i) first, the shares of Common Stock requested to be included therein by the holder(s) requesting such registration and by the
holders of Registrable Securities, allocated pro rata among all such holders on the basis of the number of shares of Common Stock
other than the Registrable Securities (on a fully diluted, as converted basis) and the number of Registrable Securities, as applicable,
owned by all such holders or in such manner as they may otherwise agree; and (ii) second, the shares of Common Stock requested
to be included therein by other holders of Common Stock, allocated among such holders in such manner as they may agree.


 


(d)       If
any Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company, the Company shall select
the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering.


 




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(e)       Obligations
of the Holder.


 


a.       In
connection with each registration hereunder, the Holder shall furnish to the Company in writing such information with respect
to it and the securities held by it and the proposed distribution by it, as shall be reasonably requested by the Company in order
to assure compliance with applicable federal and state securities laws as a condition precedent to including the Holder’s
Registrable Securities in a Piggyback Registration Statement. Each Holder shall also promptly notify the Company in writing of
any changes in such information included in a Piggyback Registration Statement as a result of which there is an untrue statement
of material fact or an omission to state any material fact required or necessary to be stated therein in order to make the statements
contained therein not misleading in light of the circumstances under which they were made.


 


b.       In
connection with the filing of a Piggyback Registration Statement, the Holder shall furnish to the Company in writing such information
and affidavits as the Company reasonably requests for use in connection with such a Piggyback Registration Statement. A form of
Selling Stockholder Questionnaire may be provided to the Holder for such purposes.


 


c.       In
connection with each registration pursuant to this Section 10, the Holder agrees that it will not effect sales of any Registrable
Securities until notified by the Company of the effectiveness of a Piggyback Registration Statement, and thereafter will suspend
such sales after receipt of notice from the Company to suspend sales to permit the Company to correct or update a Piggyback Registration
Statement or upon receipt by the Company of a threat by the SEC or state securities commission to undertake a stop order with
respect to sales under a Piggyback Registration Statement. At the end of any period during which the Company is obligated to keep
a Piggyback Registration Statement current, the Holder shall discontinue sales of Registrable Securities pursuant to such Piggyback
Registration Statement upon receipt of notice from the Company of its intention to remove from registration the Registrable Securities
covered by such Piggyback Registration Statement which remains unsold, and each Purchaser shall notify the Company in writing
of the number of shares registered which remain unsold immediately upon receipt of such notice from the Company.


 


11.
NOTICES


 


All
notices, consents, waivers, and other communications under this Warrant 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 Holder hereof; or (d) seven days after the placement
of the notice into the mails (first class postage prepaid), to the Holder at the address, facsimile number, or e-mail address
furnished by the registered Holder to the Company from time to time, or if to the Company, to it at 150 Union Square Drive, New
Hope, PA 18938, Attn: Mark Pomeranz (or to such other address, facsimile number, or e-mail address as the Holder or the Company
as a party may designate by notice the other party).


 




    	-11-



    	 



    

 


 12. SEVERABILITY




 


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


 


13.
BINDING EFFECT


 


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


 


14.
SURVIVAL OF RIGHTS AND DUTIES


 


This
Warrant shall terminate and be of no further force and effect on the earlier of 5:00 P.M., Eastern Time, on the Expiration Date
or the date on which this Warrant has been exercised in full.


 


 15. GOVERNING LAW




 


This
Warrant 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.


 


 16. DISPUTE RESOLUTION




 


In
the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company
shall submit the disputed determinations or arithmetic calculations via facsimile within two Business Days of receipt of the Notice
of Exercise giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree
upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed
determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two Business Days, submit
via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the
Company and approved by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent,
outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform
the determinations or calculations and notify the Company and the Holder of the results no later than ten (10) Business Days from
the time it receives the disputed determinations or calculations. Such investment bank’s or accountant’s determination
or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.


 




    	-12-



    	 



    

 


 17. NOTICES OF RECORD DATE




 


Upon
(a) any establishment by the Company of a record date of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other distribution, or right or option to acquire securities of
the Company, or any other right, or (b) any capital reorganization, reclassification, recapitalization, merger or consolidation
of the Company with or into any other corporation, any transfer of all or substantially all the assets of the Company, or any
voluntary or involuntary dissolution, liquidation or winding up of the Company, or the sale, in a single transaction, of a majority
of the Company’s voting stock (whether newly issued, or from treasury, or previously issued and then outstanding, or any
combination thereof), the Company shall mail to the Holder at least ten (10) Business Days, or such longer period as may be required
by law, prior to the record date specified therein, a notice specifying (i) the date established as the record date for the purpose
of such dividend, distribution, option or right and a description of such dividend, option or right, (ii) the date on which any
such reorganization, reclassification, transfer, consolidation, merger, dissolution, liquidation or winding up, or sale is expected
to become effective and (iii) the date, if any, fixed as to when the holders of record of Common Stock shall be entitled to exchange
their shares of Common Stock for securities or other property deliverable upon such reorganization, reclassification, transfer,
consolation, merger, dissolution, liquidation or winding up.


 


 18. RESERVATION OF SHARES




 


The
Company shall reserve and keep available out of its authorized but unissued shares of Common Stock for issuance upon the exercise
of this Warrant, free from pre-emptive rights, such number of shares of Common Stock for which this Warrant shall from time to
time be exercisable. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable law or regulation. Without limiting the generality of the foregoing,
the Company covenants that it will use commercially reasonable efforts to take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant and use commercially reasonable efforts to obtain all such authorizations, exemptions or consents, including but not limited
to consents from the Company’s stockholders or Board of Directors or any public regulatory body, as may be necessary to
enable the Company to perform its obligations under this Warrant.


 


 19. NO THIRD PARTY RIGHTS




 


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


 


[SIGNATURE
PAGE FOLLOWS]


 




    	-13-



    	 



    

 


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


 


	MOTUS
    GI HOLDINGS, INC.	 
	 	 	 
	By:
    	 	 
	Name:
    	Mark
    Pomeranz	 
	Title:
    	Chief
    Executive Officer	 


 


[Signature
Page to Warrant]


 




    	 



    	 



    

 


EXHIBIT
A


 


NOTICE
OF EXERCISE


 


(To
be executed by the Holder of Warrant if such Holder desires to exercise Warrant)


 


To
Motus GI Holdings, Inc.:


 


The
undersigned hereby irrevocably elects to exercise this Warrant and to purchase thereunder, ___________________ full shares of
Motus GI Holdings, Inc. common stock issuable upon exercise of the Warrant and delivery of:


 


(1)       $_________
(in cash as provided for in the foregoing Warrant) and any applicable taxes payable by the undersigned pursuant to such Warrant;
and


 


(2)       __________
shares of Common Stock (pursuant to a Cashless Exercise in accordance with Section 1(b)(ii) of the Warrant) (check here if the
undersigned desires to deliver an unspecified number of shares equal the number sufficient to effect a Cashless Exercise [___]).


 


The
undersigned requests that certificates for such shares be issued in the name of:


 


 


 



(Please
print name, address and social security or federal employer

identification number (if applicable))


 





 



 





 



 


The
undersigned hereby affirms that the undersigned is an accredited investor as defined under Rule 501 of Regulation D of the Securities
Act of 1933. If the Holder cannot make the foregoing affirmation because it is factually incorrect, it shall be a condition to
the exercise of the Warrant that the Company receive such other representations as the Company considers necessary, acting reasonably,
to assure the Company that the issuance of securities upon exercise of this Warrant shall not violate any United States or other
applicable securities laws.


 


If
the shares issuable upon this exercise of the Warrant are not all of the Warrant Shares which the Holder is entitled to acquire
upon the exercise of the Warrant, the undersigned requests that a new Warrant evidencing the rights not so exercised be issued
in the name of and delivered to:


 


 


 



(Please
print name, address and social security or federal employer


identification
number (if applicable))


 


 



 





 



 


	 	Name
    of Holder (print): __________________________________
	 	(Signature): ___________________________________________
	 	(By:) ________________________________________________
	 	(Title:) _______________________________________________
	 	Dated: _______________________________________________


 




    	 



    	 



    

 


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 Warrant (as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the foregoing Warrant with respect to said acquisition
rights and the shares issuable upon exercise of the Warrant:


 


	Name
    of Assignee	 	Address	 	Number
    of Shares
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


If
the total of the Warrant Shares are not all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned requests
that a new Warrant evidencing the right to acquire the Warrant Shares not so assigned be issued in the name of and delivered to
the undersigned.


 





	 	Name
    of Holder (print): __________________________________
	 	(Signature): ___________________________________________
	 	(By:) ________________________________________________
	 	(Title:) _______________________________________________
	 	Dated: _______________________________________________