Warrant
Certificate No. ___


 


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: [  ], 2016	Void
    After: [  ], 2021


 


MOTUS
GI HOLDINGS, INC.


 


REPLACEMENT
WARRANT TO PURCHASE COMMON STOCK


 


Motus
GI Holdings, Inc., a Delaware corporation (the “Company”), for value received on [         ],
2016 (the “Effective Date”), hereby issues to [         ]
(the “Holder” or “Warrant Holder”) this Replacement 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 [         ], 2021 [5 year anniversary of first
closing] (the “Expiration Date”), all subject to the following terms and conditions. This Warrant is one
of a series of warrants of like tenor that have been issued in connection with that certain Share Exchange Agreement, dated December
1, 2016 (the “Exchange Agreement”), by and among the Company, Motus GI Medical Technologies Ltd., an Israeli
Corporation (“Motus”), the stockholders of Motus, Orchestra Medical Ventures II, L.P., as Stockholder Representative,
and Altshuler Shaham Trusts Ltd, as ESOP Trustee, and that certain Convertible Notes Agreement, dated June 9, 2015, as amended
(the “Convertible Notes Agreement”) by and among Motus and each Purchaser (as defined in the Convertible Notes
Agreement) and Additional Purchaser (as defined in the Convertible Notes 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 $5.00 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; (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”) and (vi) “Warrantholders” means the holders of Warrants issued pursuant
to the Exchange Agreement and the Convertible Notes Agreement.


 




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1.
DURATION AND EXERCISE OF WARRANTS


 


(a)
Exercise Period. The Holder may exercise this Warrant in whole or in part 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), in addition to the manner set forth in
Section 1(b)(ii) below, the Holder may exercise this Warrant in whole or in part at any time and from time to time 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 or in the form of a Cashless Exercise to the
extent permitted in Section 1(b)(ii) below.


 


(ii)
In addition to the provisions of Section 1(b)(i) above, if a registration statement covering the Warrant Shares that are the subject
of the Notice of Exercise (the “Unavailable Warrant Shares”), or an exemption from registration, is not available
for the resale of such Unavailable Warrant Shares, the Holder may, in its sole discretion, exercise all or any part of the Warrant
in a “cashless” or “net-issue” exercise (a “Cashless Exercise”) by delivering to the Company
(1) the Notice of Exercise and (2) the original Warrant, pursuant to which the Holder shall surrender the right to receive upon
exercise of this Warrant, a number of Warrant Shares having a value (as determined below) equal to the Aggregate Exercise Price,
in which case, the number of Warrant Shares to be issued to the Holder upon such exercise shall be calculated using the following
formula:


 


	 	X
    	=	Y
    * (A - B)	 
	 	 	 	A	 


 


	 	with:	X
    = 	the
    number of Warrant Shares to be issued to the Holder
	 	 	 	 
	 	 	Y
    =	the
    number of Warrant Shares with respect to which the Warrant is being exercised
	 	 	 	 
	 	 	A
    =	the
    fair value per share of Common Stock on the date of exercise of this Warrant
	 	 	 	 
	 	 	B
    =	the
    then-current Exercise Price of the Warrant


 




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Solely
for the purposes of this paragraph, “fair value” per share of Common Stock shall mean the average Closing Price
(as defined below) per share of Common Stock for the twenty (20) trading days immediately preceding the date on which the Notice
of Exercise is deemed to have been sent to the Company. “Closing Price” means, for any date, the price determined
by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the New York Stock Exchange,
the NYSE MKT, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market or any other national securities
exchange, the closing price per share of the Common Stock for such date (or the nearest preceding date) on the primary eligible
market or exchange on which the Common Stock is then listed or quoted; (b) if prices for the Common Stock are then quoted on the
OTC Bulletin Board or any tier of the OTC Markets, the closing bid price per share of the Common Stock for such date (or the nearest
preceding date) so quoted; or (c) if prices for the Common Stock are then reported in the “Pink Sheets” published
by the National Quotation Bureau Incorporated (or a similar organization or agency succeeding to its functions of reporting prices),
the most recent closing bid price per share of the Common Stock so reported. If the Common Stock is not publicly traded as set
forth above, the “fair value” per share of Common Stock shall be reasonably and in good faith determined by the Board
of Directors of the Company as of the date which the Notice of Exercise is deemed to have been sent to the Company.


 


Notwithstanding
the foregoing, provided that a registration statement (including any post-effective amendment) covering the resale of the Warrant
Shares by the Holder has (x) been declared effective by the SEC and (y) has been effective for an aggregate period of one year,
any Cashless Exercise right hereunder shall thereupon terminate.


 


For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares
issued in a cashless exercise transaction shall be deemed to have been acquired by the Holder, and the holding period for such
shares shall be deemed to have commenced, on the date this Warrant was originally issued.


 


(iii)
Upon the exercise of this Warrant in compliance with the provisions of this Section 1(b), and except as limited pursuant to the
last paragraph of Section 1(b)(ii), 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 (or notice of a Cashless Exercise in accordance with Section 1(b)(ii)) (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, 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 best 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).


 




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(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 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 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 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).


 




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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.
NO REGISTRATION RIGHTS


 


The
Holder shall not be entitled to the registration rights.


 


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).


 


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.


 




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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.


 


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.


 




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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]


 




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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


 




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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:


 


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


 



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 reaffirms all of the representations and warranties made in connection with the Convertible Note Agreement
submitted to Motus GI Medical Technologies Ltd. to acquire the Warrant, including that the undersigned is an accredited investor
as defined under Rule 501 of Regulation D of the Securities Act of 1933.


 


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:__________________________________________


 




    	14



    	 



    

 


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:__________________________________________