Royalty
Payment Rights Certificate No. RPRC-__


 


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


 


Effective
Date: 


 


MOTUS
GI HOLDINGS, INC.


 


ROYALTY
PAYMENT RIGHTS CERTIFICATE


 


Motus
GI Holdings, Inc., a Delaware corporation (the “Company”), for value received on                    (the “Effective
Date”), hereby issues to                     (the “Certificate Holder”) this Royalty Payment Rights Certificate (the
“Certificate”) to receive            % of the aggregate Royalty Amount payable from time to time to the
Holders of the Royalty Payment Rights Certificates (the “Certificate Payment”). This Certificate is one of
a series of payment rights certificates of like tenor that have been issued to the former holders of the Company’s Series
A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Convertible Preferred Stock”) which
have been converted into fully paid and non-assessable shares of the Company’s common stock, par value $0.0001 per share
(the “Common Stock”) in connection with the Company’s mandatory conversion of all outstanding Series
A Convertible Preferred Stock on                  . All capitalized terms used but not otherwise defined herein shall have the meaning ascribed
to such terms in Exhibit A, attached hereto.


 


	1.	DURATION
    OF CERTIFICATE


 


(a) Timing
of Payments to Certificate Holder. The Certificate Holder will be entitled to receive the Certificate Payments as
described in Section (c) of Exhibit A, attached hereto.


 


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


 






    	 



     


    

 


	2.	ISSUANCE
    OF CERTIFICATE


 


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


 


	3.	TRANSFERS
    AND EXCHANGES OF CERTIFICATE


 


(a) Registration
of Transfers and Exchanges. Subject to Section 3(c), upon the Certificate Holder’s surrender of this Certificate,
with a duly executed copy of the Form of Assignment attached as Exhibit B and a written opinion of legal
counsel addressed to the Company that the proposed transfer of the Certificate may be effected without registration under the
Securities Act of 1933, as amended (the “Securities Act”), which opinion will be in form and from counsel
reasonably satisfactory to the Company, to the Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Certificate Holder, the Company shall register the transfer of all or any
portion of this Certificate. Upon such registration of transfer, the Company shall issue a new Certificate, in substantially
the form of this Certificate, evidencing the rights to receive Certificate Payments transferred, to the transferee, and a new
Certificate, in similar form, evidencing the remaining rights to receive Certificate Payments not transferred, to the
Certificate Holder requesting the transfer.


 


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


 


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


 


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


 






    	-2-



     


    

 


	4.	MUTILATED
    OR MISSING CERTIFICATE


 


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


 


	5.	NO
    RIGHTS IN COMPANY’S SECURITIES


 


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


 


	6.	NOTICES


 


All
notices, consents, waivers and other communications under this Certificate must be in writing and will be deemed given to a party
when (a) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid); (b)
sent by facsimile or email with confirmation of transmission by the transmitting equipment; (c) received or rejected by the addressee,
if sent by certified mail, return receipt requested, if to the registered Certificate Holder hereof; or (d) seven (7) days after
the placement of the notice into the mails (first class postage prepaid), to the Certificate Holder at the address, facsimile
number or email address furnished by the registered Certificate Holder to the Company, or if to the Company, to it at 1301 East
Broward Boulevard, 3rd Floor, Ft. Lauderdale, FL 33301, Attn: Chief Financial Officer (or to such other address, facsimile number
or email address as the Certificate Holder or the Company as a party may designate by notice to the other party).


 


	7.	SEVERABILITY


 


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


 






    	-3-



     


    

 


	8.	BINDING
    EFFECT


 


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


 


	9.	GOVERNING
    LAW


 


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


 


	10.	DISPUTE
    RESOLUTION


 


In
the case of a dispute as to the arithmetic calculation(s) of the Royalty Amount and/or the Certificate Payment, the Company shall
submit the disputed arithmetic calculation(s), via facsimile within two (2) Business Days of receipt of a written notice from
the Certificate Holder giving rise to such dispute, to the Certificate Holder. If the Certificate Holder and the Company are unable
to agree upon such arithmetic calculation(s) of the Royalty Amount and/or the Certificate Payment within three (3) Business Days
of such disputed arithmetic calculation(s) being submitted to the Certificate Holder, then the Company shall, within two (2) Business
Days, submit via facsimile the disputed arithmetic calculation(s) of the Royalty Amount and/or the Certificate Payment to the
Company’s independent, outside accountant. The Company shall cause at its expense the accountant to perform the arithmetic
calculation(s) and notify the Company and the Certificate Holder of the results no later than ten (10) Business Days from the
time it receives the disputed arithmetic calculation(s). Such accountant’s arithmetic calculation(s) shall be binding upon
all parties absent demonstrable error.


 


	11.	NO
    THIRD PARTY RIGHTS


 


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


 


[SIGNATURE
PAGE FOLLOWS]


 






    	-4-



     


    

 








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


 


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


 


[Signature
Page to Royalty Payment Rights Certificate]


 






    	 



     


    

 








EXHIBIT
A


 


ROYALTY
PAYMENT RIGHTS


 


The
Holders of the Royalty Payments Rights Certificates (the “Royalty Payment Rights Certificates”) of Motus
GI Holdings, Inc. (the “Company”) have the royalty payment rights (the “Royalty Payment
Rights”), as set forth in and subject to the terms and conditions of this Exhibit A to this Royalty
Payment Rights Certificate.


 


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


 


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


 


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





 


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


 


“Holder”
shall mean the owner of the Royalty Payment Rights Certificate.


 


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


 


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




 






    	-Exhibit A-1-



     


    

 


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


 


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


 


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


 


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


 


“Product”
means either (i) the Pure-Vu system, including disposables, parts and services or (ii) any other system or device that is covered
by a Patent issued to or issuable to the Company as of December 20, 2016.


 


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


 






    	-Exhibit A-2-



     


    




 


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


 


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


 


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


 


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


 


For
clarity, by way of example, the Royalty Term in the United States extends to October 2026 as of December 20, 2016, which period
may be altered by the prosecution of the Company’s Patent claims and new Patent filings from time-to-time.


 


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


 


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


 


 


	Company
    Commercializes Product Directly	 	The
    Rights to Commercialize the Product is Sublicensed by Company to a Third-Party
	3.0%
    of any Net Sales.*	 	5.0%
    of any Licensing Proceeds.**





 


*
Notwithstanding the foregoing, with respect to Net Sales based Royalty Amounts, (a) no Net Sales based Royalty Amount shall begin
to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Net Sales equal to $20
million (the “Initial Net Sales Milestone”), and royalties shall only be computed on, and due with respect
to, Net Sales generated in excess of the Initial Net Sales Milestone, and (b) the total Net Sales based Royalty Amount due and
payable in any calendar year shall be subject to a cap per calendar year of $30 million.


 


**
Notwithstanding the foregoing, with respect to Licensing Proceeds based Royalty Amounts, (a) no Licensing Proceeds based Royalty
Amount shall begin to accrue or become payable until the Company has first generated, in the aggregate, since its inception, Licensing
Proceeds equal to $3.5 million (the “Initial Licensing Proceeds Milestone”), and royalties shall only
be computed on, and due with respect to, Licensing Proceeds in excess of the Initial Licensing Proceeds Milestone, and (b) the
total Licensing Proceeds based Royalty Amount due and payable in any calendar year shall be subject to a cap per calendar year
of $30 million.


 






    	-Exhibit A-3-



     


    

 


Section
(c) Timing of Royalty Payments. With respect to Products that the Company commercializes directly, royalty payments, if
any, will be paid annually fifteen (15) Business Days after the issuance of the Company’s audited financial statements for
the prior year in which such Net Sales were generated by the Company; for the avoidance of doubt, such payments shall begin only
upon achievement of the Initial Net Sales Milestone without regard to whether the Initial Licensing Proceeds Milestone has been
met. With respect to Products that the Company sublicenses or otherwise disposes of to a third-party, royalty payments, if any,
will be paid ten (10) Business Days after the end of the applicable quarter in which such Licensing Proceeds were received by
the Company; for the avoidance of doubt, such payments shall begin only upon achievement of the Initial Licensing Proceeds Milestone
without regard to whether the Initial Net Sales Milestone has been met.


 


Section
(d) Allocation of Royalty Payment. Once the Royalty Amount has been calculated as set forth in Section (b) of this
Exhibit A, the royalty payable to each Holder shall be calculated by multiplying the Royalty Amount by the percentage set forth
in each Holder’s Royalty Payment Rights Certificate.


 


Section
(e) Certificated Rights. The Royalty Payment Rights shall soley be evidenced by the Royalty Payment Rights Certificates.
Only the registered holder, as reflected on the Company's books and records, on the applicable Record Date has any right to receive
a Royalty Payment. 


 


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


 


Section
(g) Amendments, Modifications and Waivers. All amendments, modifications or waivers to the Royalty Payment Rights
shall require the written consent of the Company and the holders of Royalty Payment Rights Certificates representing, in the aggregate,
the right to receive at least 50% of any Royalty Amount payable by the Company.


 




    	-Exhibit A-4-



     


    

 


EXHIBIT
B


 


FORM
OF ASSIGNMENT


 


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


 


	Name
    of Assignee	Address	Certificate


    Payment

 Percentage
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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


 


	 	Name
    of Holder (print): 	 
	 	Signature:
    	 
	 	By:
    	 
	 	Title:
    	 
	 	Dated: