CONFIDENTIAL
TREATMENT


 


CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED
WITH AN ASTERISK [*], HAS BEEN FILED SEPERATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.


 


SUPPLY
AGREEMENT


 


THIS
SUPPLY AGREEMENT (this “Agreement”) is made and entered into as of September_1_, 2017 (the “Effective
Date”), by and between Polyzen, Inc., a North Carolina corporation with its principal office located at 1041 Classic
Road, Apex, North Carolina 27539 (“Polyzen”), and Motus GI Medical Technologies Ltd., an, Israeli company
with its principal office located at Keren Hayesod 22, Tirat Carmel, Israel, 3902638 (“Company”).


 


RECITALS


 


WHEREAS,
Company is in the business of marketing and selling Food and Drug Administration (“FDA”) cleared or approved
medical devices;


 


WHEREAS,
Polyzen is in the business of developing, manufacturing and supplying products related to Company’s business; and


 


WHEREAS,
Polyzen desires to develop manufacture and supply to Company, and Company desires to purchase from Polyzen, the Products (as defined
below) according to the terms and conditions set forth herein.


 


NOW
THEREFORE, in consideration of the mutual covenants and promises contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which hereby are acknowledged, Polyzen and Company hereby agree as follows:


 


1. Definitions.


 


1.1 “Affiliate”
means with respect to any party, any person/entity which, directly or indirectly through one or more intermediaries, controls,
is controlled by, or is under common control with, such party. A person/entity shall be deemed to control a corporation (or other
entity) if such person or entity possesses, directly or indirectly, more than fifty percent (50%) of the outstanding voting securities
or other equity or voting interest of such corporation (or other entity) or has the power to vote, by contract or otherwise, or
to control in fact, the management decisions of such entity.


 


1.2 “Product”
or “Products” shall mean those products consisting of (i) component parts and packaged assemblies developed
and manufactured by Polyzen; and (ii) fully assembled Medical Devices (as defined below) assembled by Polyzen, in each case, in
accordance with the Specifications, and described in, Exhibit A attached hereto and incorporated herein by reference, which
may be modified from time to time to add or remove products, in each case, with the written approval of an authorized representative
of each party hereto. The parties shall negotiate in good faith with regard to any appropriate written amendment of, or addendum
to, this Agreement or any exhibit attached hereto, to accommodate such additional products, as the case may be, and to modify
the Specifications, pricing and delivery requirements, as applicable, therefor.


 


1.3 “Medical
Device” shall mean the FDA cleared device Pure-Vu Product manufactured by Company.


 


1.4 “Regulatory
Authority” shall mean an authorized agent of any federal, state or local or international regulatory agency, department,
bureau or other governmental entity, including the FDA, that is responsible for issuing approvals, licenses, registrations or
authorizations necessary for the production, use, storage, import, transport or sale of Products in any jurisdiction as part of
the Services.


 


1.5 “Specifications”
shall mean the written specifications for the Products set forth in Exhibit A attached hereto.


 




    	 



     


    

 


2. Manufacture
and Supply of Products. Subject to the terms and conditions set forth herein, Polyzen shall manufacture and assemble Products
in accordance with the Specifications, and supply and deliver (collectively, the “Services”) to Company the
Products in such quantities as are required to fulfill Purchase Orders (as defined below) issued by Company or its Affiliates
from time to time. Any use of secondary suppliers or other outsourcing of the Services to third parties by Polyzen shall be approved
in writing in advance by Company and set forth in Exhibit C attached hereto and incorporated herein by reference. Polyzen
shall ensure that any approved secondary suppliers and other third parties are bound by written agreements with substantially
similar provisions as contained herein; provided that with respect to suppliers of components that are “off-the-shelf”,
Polyzen’s obligation under this section shall be to ensure that there are quality agreements in place with such suppliers
that ensure that Polyzen can meet its obligations under this Agreement. In the event that Polyzen subcontracts all or part of
the Services hereunder to a third party supplier or other third party, Polyzen shall be responsible for such secondary supplier’s
or other third parties’ compliance with the terms of this Agreement and will retain primary liability vis-à-vis Company
for the performance of all obligations of such secondary suppliers and other third parties.


 


2.1 Based
on the quality control standards developed mutually by the parties and incorporated herein by reference in the Quality Agreement
attached hereto as Exhibit B, which shall meet but in no event exceed the applicable standards set forth in ISO 9001, ISO
13485 and 21 C.F.R. Part 820 for contract manufacturers, Polyzen shall manufacture the Products in accordance with the Specifications
and shall perform all quality control and testing of the Products to ensure that they comply with the Specifications. To the extent
that any specialized tooling or equipment (as outlined in Exhibit D attached hereto and incorporated herein by reference)
is necessary to provide the Services, the parties shall negotiate in good faith the costs of such specialized tooling and/or equipment
and agree on the use and ownership of such tooling and/or equipment in writing in advance in accordance with Section 10.8
of this Agreement. At or prior to the purchase of a new tool, Polyzen and Company will discuss in good faith the cost
and payment options for such tools. Exhibit D attached hereto lists the owner of, and the purchase price paid for, each
tool.


 


2.2 Purchase
Orders. Polyzen’s performance of the Services shall be subject to Polyzen’s receipt from Company or its Affiliates,
and Polyzen’s written acceptance (except as provided below), of a written purchase order, each of which will set forth the
requested quantity of Product, price per the terms of this Agreement, and the desired delivery dates (each, a “Delivery
Date”), for the Products then ordered (each, a “Purchase Order”). Company shall have the right, but
not the obligation, to deliver Purchase Orders as provided herein. Each Purchase Order shall cover a period of three (3) months
(the “Order Period”) and, except for the Initial Purchase Order, which shall be delivered as set forth in Section
2.4.1 below, shall be delivered by no later than 5:00 p.m. (EST) on the last business day of the second (2nd) month
of the then current Order Period. Polyzen will consider in good faith accepting any Purchase Order delivered by Company or its
Affiliate at any other point. Each Purchase Order shall include the requested amount of Product to be delivered in each month
of the subsequent Order Period (each, a “Monthly Order”). Within five (5) business days after Polyzen’s
receipt of each Purchase Order, Polyzen shall notify Company in writing either of its acceptance of such Purchase Order or of
its rejection thereof and the reason therefor. Any Purchase Order that reflects Monthly Orders that are within twenty percent
(20%) of the amount forecasted for such month in the most recent Forecast (as defined below) for the given period shall be deemed
accepted by Polyzen. Except as provided in the previous sentence, no Purchase Order submitted by Company shall be deemed to be
accepted by Polyzen unless and until confirmed in writing by an authorized representative of Polyzen. Polyzen shall deliver all
Products pursuant to an accepted Purchase Order on the desired Delivery Dates specified in the subject Purchase Order, provided
that such date is no less than forty-five (45) days from the date of the Purchase Order is received by Polyzen. Company, at its
option, may upon prior written notice to Polyzen, delay the acceptance of any Monthly Order in an Order Period for up to three
(3) months (an “Order Delay”). Written notice of an Order Delay must be given to Polyzen at least fifteen (15)
calendar days in advance of the subject Delivery Date and must include new Delivery Dates for the delayed delivery. Products subject
to an Order Delay will be invoiced as follows: 50% of the total purchase price for the subject Products on the original Delivery
Date, as provided in the subject Purchase Order; and the remaining 50% of the purchase price at time of shipment of the Products
subject to the Order Delay. By way of example, if a Purchase Order for the third calendar quarter of 2017 specified a Monthly
Order of 100 units of Product in July 2017, Company will have the option of having the subject 100 units of Product delivered
through October 2017 without incurring any penalty. Further, any subsequent Monthly Orders will be subject to the same delivery
standards; the Monthly Orders for August 2017 and September 2017 could then be similarly delayed as requested by Company and delivered
through November 2017 and December 2017 respectively.


 


2.3 Order
Interruption. In the event that the Company desires to deliver a Purchase Order subsequent to a calendar quarter in which
there have not been any deliveries of Product from Polyzen, Company shall provide Polyzen not less than sixty (60) days’
notice of the next anticipated Delivery Date and a restart fee equal to $50,000 to resume production of the Products.


 




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2.4 Forecasts.


 


		2.4.1	Rolling
                                         Forecasts. Company shall provide Polyzen with a quarterly, rolling, written non-binding
                                         twelve (12) month forecast of its purchase requirements for the Products (each, a “Forecast”).
                                         Company’s initial Forecast shall be provided to Polyzen on the Effective Date.
                                         Company’s initial Purchase Order (the “Initial Purchase Order”)
                                         shall reflect the initial three months of the Forecast and shall be subject to the terms
                                         and conditions as provided in Section 2.2 of this Agreement. Thereafter,
                                         Company shall deliver to Polyzen its updated Forecast by no later than 5:00p.m. (EST)
                                         of the last business day of the second (2nd) month of the then current Order
                                         Period. For example, since the Effective Date of this Agreement is in July 2017, the
                                         initial Forecast delivered on the Effective Date would cover August 2017 through July
                                         2018. Polyzen will use commercially reasonable efforts to maintain sufficient production
                                         capacity and redundancy to satisfy Company’s then forecasted requirements for the
                                         Products, which, in no event, will equal less than three (3) months of orders plus twenty
                                         percent (20%) upside flexibility.



 


		2.4.2	Material
                                         Planning Meeting. Within five (5) business days of receipt of a Forecast, Company
                                         and Polyzen shall have a materials planning meeting to determine the appropriate volume
                                         of raw materials to order. Based on the determined volumes, Polyzen will place purchase
                                         orders with vendors to obtain the appropriate level of pricing and lead times. Upon receipt
                                         and acceptance of all raw materials, Polyzen will invoice Company for raw materials as
                                         set forth in Section 3.1. Polyzen shall ensure that all raw materials are of good quality,
                                         free from defects, meet applicable specifications, are sourced in accordance with applicable
                                         law and fit for the purpose intended prior to acceptance. In the event of termination
                                         or expiration of this Agreement, other than a termination of this Agreement by Company
                                         pursuant to Section 8.2 or 8.4 below, all non-cancellable purchase orders
                                         to vendors or sources component manufacturers will be binding and paid for by Company
                                         with no mark-up by Polyzen; provided that in the event of a termination pursuant to Section
                                         8.4 below as contemplated in this sentence, the Company will be obligated to
                                         pay for such non-cancelable purchase orders to the extent provided under Section
                                         8.5(a). Such payments will be subject to the invoicing and payment provisions
                                         set forth in Section 3 below.



 


2.5 Acceptance
and Rejection of Products. Upon Company’s receipt of each delivery of Product delivered in accordance with the terms
and conditions set forth herein, Company shall inspect such Product for non- conformance, defects and damages as per its Specifications
(“Non-conforming Products”) and furnish to Polyzen in a reasonably detailed writing any bona fide claim Company
has in connection with such Non-conforming Products within thirty (30) days after its receipt thereof (“Non-conforming
Products Notice Period”). Failure to give written notice within the Non-conforming Products Notice Period shall constitute
acceptance of Products by Company as delivered, except in the case of latent Non-conforming Products that: (i) would not have
been revealed by a timely inspection in accordance with customary and reasonable procedures (“Latent Non-Conforming Products”),
and (ii) are the subject of a written notice to Polyzen in reasonable detail within seven (7) business days of Company’s
initial knowledge thereof (“Latent Non-conforming Products Notice Period”), provided however that COMPANY shall
provide notice of such Latent Non-Conforming Products no later than the shelf-life of the product as defined in the FDA approved
Product labeling. If Company submits a claim to Polyzen within the Non-conforming Products Notice Period or the Latent Non-conforming
Products Notice Period, as applicable, Polyzen will, promptly upon receipt of such claim, contact Company to discuss and evaluate
the validity of such claim. At Polyzen’s sole discretion, it may request that Company deliver to Polyzen a sample of the
potentially defective Product for evaluation. If, upon concluding its evaluation of such Product, Polyzen reasonably determines
that such Product is Non-conforming Product, Polyzen shall send Company a return material authorization, and at its sole expense,
arrange for, and accept from Company, the return of any Non-conforming Product and ship to Company compliant, non-damaged and
non-defective Product as replacement for such returned Non-conforming Product. If Polyzen disagrees with Company’s determination
that a Product is a defective Non-conforming Product, the parties will first use good faith efforts to settle such dispute within
twenty (20) business days of Company’s claim. If the parties are unable to resolve such dispute within such twenty (20)-business
day period, such Product shall be submitted to a mutually acceptable third party testing service, which shall determine whether
such Product meets the Specifications, and the parties agree that such testing service’s determination shall be final and
binding on the parties. The party against whom the testing services rules shall bear all costs of the third party testing service.
If the third party testing service determines that the Products are Non-conforming Products, Polyzen shall send Company a return
material authorization, and at its sole expense, arrange for, and accept from Company, the return of any non-compliant, damaged
or defective Non-conforming Product and ship to Company compliant, non-damaged and non-defective Product as replacement for such
returned Non-conforming Product. In the event Polyzen becomes aware that any Product supplied may be Non-conforming Products despite
quality assurance activities, Polyzen shall immediately notify Company in writing.


 




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2.6 Change
in Specifications. From time to time during the Term (as defined below), either party may propose modifications to the Specifications,
including, without limitation, modifications that may enhance the Products’ performance, safety or reliability, or that
may make it easier or more economical to manufacture, handle or repair the Products, or that otherwise may be an improvement thereof.
All such changes shall be agreed to in accordance with Section 10.8 of this Agreement. Such proposals shall be made in writing
describing the modification in reasonable detail. Any such proposal by Polyzen shall also include a written estimate of the resulting
change in the price, if any, for the Product affected by such modification. If Polyzen receives a proposal from Company to modify
the Specifications, Polyzen shall promptly provide Company with a written estimate of the resulting change in the price, if any,
for the Product affected by such modification. The parties shall negotiate in good faith with regard to any appropriate written
amendment of, or addendum to, this Agreement or any exhibit attached hereto, to accommodate such agreed to modifications, as the
case may be, and to modify the pricing and delivery requirements, as applicable, therefore.


 


2.7 Technology
Transfer. Subject to the terms and conditions set forth herein, Polyzen agrees that it will transfer to Company or its designee
such intellectual property or other information as is necessary for Company or its designee to manufacture the Products and provide
such other reasonable assistance to be billed at Polyzen’s then current FTE rate, and Company agrees to pay such FTE rates
and, in the event such transfer includes Polyzen’s Confidential Information and/or Polyzen’s Background Intellectual
Property, the compensation described herein, all in furtherance of an efficient and smooth transfer of the production of the Product
(a “Technology Transfer”); provided that, in the event that Polyzen terminates this Agreement under Section
8.2 below, it will have no obligation in connection with the Technology Transfer. Company may request a Technology Transfer
at any time during the Term (provided Company is not then in breach of any term or condition set forth herein) or upon the expiration
or termination of this Agreement for any reason (except as set forth in the proviso to the previous sentence). Company shall provide
Polyzen with not less than thirty (30) days’ prior written notice of a request for a Technology Transfer. In the event that
any Polyzen’s Background Intellectual Property is included in the Technology Transfer, the Parties shall negotiate in good
faith fair compensation for Polyzen in respect of any licenses granted by Polyzen in connection with such Technology Transfer.
Polyzen shall not incorporate any Polyzen’s Background Intellectual Property in the development, manufacture or supply of
Products in a manner that would restrict Company’s freedom to develop, manufacture or commercialize a Product without a
license from Polyzen without first receiving Company’s written consent. In no event will Polyzen will be responsible for
any equipment or tooling replacement costs or material costs associated with such Technology Transfer.


 


3. Pricing;
Payment Terms; Title.


 


3.1 Pricing
and Payment Terms. The price payable by Company or its Affiliates, as the case may be, to Polyzen for each Product purchased
during the Term (as defined below) is set forth in Exhibit C attached hereto and incorporated herein by reference. Company
will pay Polyzen for the Products purchased according to the prices set forth in Exhibit C attached hereto. Polyzen shall
invoice Company for the Product upon shipment. Invoices shall be submitted by e-mail to the following address: finance@motusgi.com.
All payments for undisputed invoices are due thirty (30) days from the date of the e-mail containing the invoice. In the event
Company disputes one or more items in an invoice, such dispute must be in good faith, and Company will pay the undisputed portion
within thirty (30) days from the date of the e- mail containing the invoice and notify Polyzen in writing within ten (10) days
of receipt of an invoice of the items being disputed and the basis therefor. The parties will use good faith efforts to resolve
any such disputes within twenty (20) days. Once resolved, payment will be made by Company within twenty (20) days from the date
on which resolution was reached by the parties. Any payment not received by Polyzen by the due date may be subject, at Polyzen’s
sole discretion, to a late fee equal to one and one half percent (1.5%) (or the maximum rate permitted by law) of the amount then
due, for each month overdue. Also, Polyzen may, at its election, discontinue, terminate or suspend the Services without incurring
any liability to Company, provided that Polyzen provides written notice to Company at least seven (7) business days in advance
of any discontinuation, termination or suspension of Services. For amounts outstanding after sixty (60) days from the date of
the e-mail containing the invoice therefor, Company shall be responsible for, and agrees to pay, reasonable costs and expenses
of collection, including, but not limited to court and reasonable attorneys’ fees and expenses. Prices do not include any
governmental taxes (including, without limitation, sales, use, excise, withholding, consumption or other VAT), or duties imposed
by governmental authorities that are applicable to the import or purchase of the Products, and Company shall bear all such taxes
and duties.


 




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3.2 Price
Adjustments. During the twelve (12)-month period that starts on the Effective Date, the parties shall undertake a review of
pricing for the Products once every ninety (90) days (“Quarterly Pricing Review”) beginning on the first business
day that is no less than fifteen (15) days prior to the ninety (90)-day anniversary of the Effective Date, considering all relevant
costs to Polyzen reflected in determining the pricing including, but not limited to, labor costs, material and supplier component
costs (“Pricing Review Criteria”), and to use commercially reasonable efforts to reach agreement on any future
pricing adjustments, reflecting both reductions and increases in cost, (“Pricing Adjustment(s)”). After the
twelve (12)-month anniversary of the Effective Date, the parties shall undertake an annual pricing review based on the Pricing
Review Criteria beginning on the first business day that is no more than thirty (30) days before the end of each subsequent twelve
(12)-month anniversary of the Effective Date (“Annual Pricing Review”). Any Pricing Adjustments agreed to by
the Parties in a Quarterly Pricing Review or an Annual Pricing Review shall become effective when agreed to in writing in an amendment
to Exhibit C in accordance with Section 10.8 of this Agreement. Polyzen shall make available to Company all
supporting documentation reasonably necessary to calculate any Pricing Adjustments including labor costs and material and supplier
component costs and will reasonably cooperate with Company in negotiating any Pricing Adjustments. For clarity sake, any future
Pricing Adjustments resulting in an increase to Company will be limited to situations where the underlying documented costs to
Polyzen increased. Polyzen agrees that any price increase associated with Polyzen labor costs shall be capped at two percent (2%);
any agreed to reduction in the then current pricing set forth in Exhibit C shall be retained by Company provided Company
pre-purchases inventory as outlined in Section 2.4.2 above. If Polyzen purchases inventory, such increases / decreases
and mark-ups will be reasonably negotiated with Company.


 


3.3 Shipping
Terms and Title to Product. All standard shipments of Product shall be shipped (via air or water) F.O.B. Origin using the
Company’s Shipping Account Number. All shipments shall be accompanied by a packing slip which describes the Products and
states the Purchase Order number. Title and risk of loss with respect to any shipment of Products shall pass to the Company or
its Affiliates after delivery of the shipment by Polyzen to the agreed upon carrier. Polyzen shall assist Company, at Company’s
risk and expense, in obtaining any required export or import license or other official authorization necessary for the export
from the United States of Products imported to Israel or such other location designated in writing by Company If there is any
conflict or inconsistency between this Agreement and any Purchase Order, Purchase Order release, confirmation, acceptance or any
similar document, the terms of this Agreement shall govern.


 


4. Confidentiality;
Intellectual Property.


 


4.1 Restrictions
on Use and Disclosure of Confidential Information. Any Confidential Information (as defined below) of a party shall: (i) be
maintained by the receiving party in strict confidence using the same degree of care such party would use to protect its own Confidential
Information (but in any event, using no less than a reasonable degree of care); (ii) not be disclosed, directly or indirectly,
to any third party; and (iii) not be used for any purpose not expressly set forth in this Agreement; provided, however, that the
parties may disclose Confidential Information to their respective employees and agents requiring access to such information for
purposes of this Agreement, so long as, prior to such disclosure, each such person: (a) is advised of his/her obligation under
this Section 4.1; and (b) shall have entered into a written agreement with confidentiality and non-use restrictions,
which are at least as restrictive as those restrictions contained in this Section 4.


 


4.2 Definition
of Confidential Information. “Confidential Information,” means all confidential, non-public or proprietary
information that is disclosed or made available by one party to the other party in connection with this Agreement, that is labeled
as “confidential” or with a similar designation, or that the receiving party should reasonably know if confidential
or proprietary under the circumstances of disclosure, including, without limitation, all inventions, discoveries, improvements,
developments, ideas, know-how, trade secrets, technical and non-technical data, specifications, formulae, compounds, formulations,
assays, methods, processes, techniques, practices, procedures, manufacturing techniques, designs, works of authorship, trade names,
logos and other intellectual property, whether or not patentable or protectable by copyright or trademark, business and product
plans, research and development plans or results, and sales, marketing, financial and pricing information, in each case, whether
disclosed or made available in visual, oral, written, electronic, graphic or any other form. Confidential Information includes
all copies, reproductions, notes and repositories thereof or based thereon, whether in written, electronic, graphic or any other
form, including in the form of samples. Confidential Information shall not include any information that:


 




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(a) at
the time of disclosure is/was generally available to the public; or


 


(b) after
disclosure becomes generally available to the public, except through breach of this Agreement by the receiving party; or


 


(c) is/was
already possessed by the receiving party, as evidenced by its written records, predating receipt thereof from the disclosing party,
so long as the receiving party did not receive such information directly or indirectly from a third party under an obligation
of confidentiality to the disclosing party; or


 


(d) is/was
independently developed by or on behalf of the receiving party, as evidenced by written records, without direct or indirect use
of any Confidential Information of the disclosing party and without access to or knowledge of any Confidential Information of
the disclosing party; or


 


(e) is
required by law to be disclosed; provided, however, that receiving party shall promptly provide the disclosing party with written
notice of such legal requirement and shall cooperate with the disclosing party to seek and obtain a protective order or other
appropriate remedy prior to the disclosure of such Confidential Information.


 


4.3 Return
of Confidential Information. All Confidential Information and copies and reproductions thereof (in whatever form, including
information stored on readable media) shall be promptly returned to the disclosing party upon the expiration or termination of
this Agreement for any reason, or at any time at the disclosing party’s request, except one copy of it can be retained for
archival purposes. All information related to the production of Products that is not Polyzen’s Background Intellectual Property
shall be deemed Confidential Information of Company regardless of the party that discloses such Confidential Information.


 


4.4 Injunctive
Relief. Each party acknowledges and agrees that any breach by the other party of any provision of this Section 4
would result in irreparable harm to the non-breaching party for which money damages would be an inadequate remedy and, therefore,
agrees that the non-breaching party shall be entitled to injunctive relief to prevent or restrain any breach or threatened breach
of the provisions of this Section 4, in addition to any other remedies available to the non-breaching party at law
or in equity.


 


4.5 Intellectual
Property. Except to the extent set forth herein, all right and title to any inventions, improvements or discoveries (“Inventions”),
whether patentable or not, developed, discovered, designed, produced or manufactured by Polyzen, any of its agents, employees
or subcontractors or by Company in connection with its obligations under this Agreement or using Confidential Information of Company,
shall be and remain the exclusive property of the Company, upon Polyzen’s receipt of payment for Services performed in connection
therewith; provided, however, that inventions, ideas, know how, data, intellectual property, improvements and discoveries that
are developed, discovered, designed, conceived of, produced or manufactured by Polyzen: (i) before the Term; (ii) during the Term
and outside of the scope of this Agreement; and (iii) during the Term in connection with the performance of its obligations hereunder
but, in each case that are not unique to the Products, which includes, for illustrative purposes, certain intellectual properties,
processes, and improvements relating to Polyzen’s business developed before or during the Term without the use of Company’s
Confidential Information or Company Intellectual Property (as defined below), in each case, as evidenced by Polyzen’s records,
shall be and remain the property of Polyzen, including such intellectual property used in connection with the Services as of the
Effective Date as is outlined in Exhibit E attached hereto (collectively, “Polyzen’s Background Intellectual
Property”). In connection with Polyzen’s Background Intellectual Property, and upon Company’s payment to
Polyzen of all then outstanding amounts due in accordance herewith for Products delivered by Polyzen, Polyzen grants to Company
a limited, non-exclusive, non-sub licensable, fully-paid, royalty-free license to use Polyzen’s Background Intellectual
Property solely to the extent comprising, and only in connection with, Product delivered to Company hereunder. Except for such
license or as Polyzen may agree otherwise in writing, no right, title or interest in or to the Polyzen’s Background Intellectual
Property is granted by Polyzen to Company, whether expressly, by implication, estoppel, or otherwise. Company hereby agrees not
to derive or attempt to derive by reverse engineering, disassembling, decompiling or otherwise, any portion of Polyzen’s
Background Intellectual Property. If Company requests, and at Company’s expense, Polyzen will provide Company with all reasonable
assistance to obtain patents, and other intellectual property protection on such Inventions, except to the extent comprising Polyzen’s
Background Intellectual Property, including procurement of written assignments and title commitments, in forms acceptable to Company,
from all affiliates, personnel and agents of Company. Polyzen acknowledges and agrees that Company has the exclusive right to
file patent applications and own patents in connection with any Inventions to the extent not comprised of Polyzen’s Background
Intellectual Property. Polyzen shall be free to use any Invention that it develops, discovers, designs, produces or manufacturers
for the sole purpose of fulfilling its obligation under this Agreement. Polyzen shall promptly disclose all Inventions pertinent
to the Products to Company.


 




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4.6 Company
Intellectual Property. Intellectual property, processes and improvements relating to Company’s business and/or the Products
or production of the Products, including all Inventions, in each case developed before or during the Term by Company and/or Polyzen
or its agents, employees or subcontractors and that are not Polyzen’s Background Intellectual Property, shall be and remain
the property of Company (“Company Intellectual Property”). Company hereby grants to Polyzen a non-exclusive,
non-sub licensable, fully-paid, royalty-free license to use Company Intellectual Property solely to the extent necessary to provide
the Services. Except as provided in the previous sentence, no right, title or interest in or to the Company Intellectual Property
is granted by Company to Polyzen, whether expressly, by implication, estoppel, or otherwise.


 


5. Representations
and Warranties. Each party represents and warrants to the other party that: (i) it is a company duly organized and validly
existing in good standing under the laws of the state of its formation or incorporation; (ii) it has all requisite right, power
and authority to enter into and execute this Agreement, and to perform and consummate the transactions contemplated hereby; (iii)
this Agreement, when executed by it, constitutes a legal, valid and binding obligation enforceable against it in accordance with
the terms hereof; (iv) its execution, delivery and performance of this Agreement will not result in any violation of any other
contract or agreement; and (v) it shall comply with and shall not take any action which would violate or cause the other party
to violate the provisions of: (a) the United States Foreign Corrupt Practices Act of 1977; or (b) The Bribery Act 2010 (c.23)
of the United Kingdom; or (c) the Convention on Combating Bribery of Foreign Public Officials in International Business Transactions
of the Organization for Economic Co-operation and Development. Neither party nor any of its affiliates or their respective directors,
officers, shareholders, employees or agents shall make or offer, in respect of the performance of its obligations hereunder, any
loan, gift or other payment, directly or indirectly, whether in cash or in kind, for the use or benefit of a Foreign Official
(as defined herein) for the purposes of influencing any act or decision of such Foreign Official in its official capacity, or
inducing such Foreign Official to do or omit to do any act in order to obtain or retain business or otherwise to secure any improper
advantage. The term “Foreign Official” shall mean (A) any officer or employee of a foreign government, department
(whether executive, legislative, judicial or administrative), agency or instrumentality of such foreign government, including
a regional governmental body or a government-owned business, or of a public international organization; (B) any person acting
in an official capacity for or on behalf of such foreign government, department, agency, instrumentality, or public international
organization; (C) any candidate for a foreign political office; or (D) any foreign political party. Polyzen further represents
and warrants to the Company that: (1) it shall provide the Services in compliance with all applicable international, federal and
state laws and regulations (“Applicable Laws”); (2) except to the extent arising in connection with Company’s
payment obligations hereunder, Products, at the time received by Company at its end destination, will be free and clear from all
liens, encumbrances, and defects of title; (3) neither it nor any of its officers or directors or employees or agents providing
Services hereunder has been debarred pursuant to the Federal Food Drug and Cosmetic Act (“FDCA”) or excluded
from participating in a federal health care program, including without limitation the Medicare or Medicaid programs and shall
notify the Company promptly in writing in the event Polyzen or its officers, directors or employees or agents providing Services
hereunder subsequently becomes debarred under the FDCA or excluded from a federal healthcare program; and (4) it possesses all
required licenses, permits and registration of any relevant governmental authority required to provide the Services hereunder.
Company further represents and warrants to Polyzen: (aa) neither it nor any of its officers or directors or employees or agents
providing Services hereunder has been debarred pursuant to the FDCA or excluded from participating in a federal health care program,
including without limitation the Medicare or Medicaid programs; (bb) it controls all rights to Products, the Specifications and
the intellectual property rights associated therewith and has the right to grant to Polyzen the rights and licenses granted herein;
and (cc) the Products, the Specifications, the intellectual property rights associated therewith, and any trademarks, logos and
trade dress provided to Polyzen hereunder do not, and will not, infringe, violate or misappropriate the intellectual property
or other rights of any third party.


 


EXCEPT
AS SET FORTH IN THIS SECTION 5, THE SERVICES AND THE PRODUCTS ARE PROVIDED “AS IS” WITHOUT REPRESENTATION
OR WARRANTY OF ANY KIND. EXCEPT AS SET FORTH IN THIS SECTION 5, POLYZEN MAKES NO REPRESENTATION OR WARRANTY UNDER
THIS AGREEMENT, ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, USE OR TITLE OR NONINFRINGEMENT. EXCEPT AS SET FORTH IN THIS SECTION 5, POLYZEN DOES NOT
WARRANT THAT THE SERVICES WILL MEET COMPANY’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED
BY USING THE SERVICES.


 




    	-7-



    	 



    




 


6. Limitation
of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, LOST PROFITS,
PUNITIVE, EXEMPLARY, REMOTE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFITS) ARISING FROM OR
CAUSED, DIRECTLY OR INDIRECTLY, BY THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT, OR BY ANY OTHER ACT OR OMISSION
OF THE PARTIES, OR BY ANY OTHER CAUSE. POLYZEN’S TOTAL CUMULATIVE LIABILITY TO COMPANY FOR ANY CLAIM, LOSS OR DAMAGE OF
ANY KIND ARISING UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE WILL NOT EXCEED TWO (2) TIMES
THE ACTUAL AMOUNT INVOICED BY POLYZEN FOR SERVICES RENDERED FOR THE COST OF PRODUCT RESPONSIBLE FOR SUCH CLAIMS, PROVIDED THAT
SUCH CLAIMS ARE NEITHER AS A RESULT OF POLYZEN’S GROSS NEGLIGENCE, OR WILLFUL OR FRAUDULENT MISCONDUCT IN THE PERFORMANCE
OF THE SERVICES NOR ARE SUCH CLAIMS AN INDEMNIFICATION OBLIGATION OF POLYZEN UNDER SECTION 7. IN CONNECTION WITH
POLYZEN’S INDEMNIFICATION OBLIGATIONS HEREUNDER, EXCEPT WITH RESPECT TO CLAIMS FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
IN NO EVENT WILL POLYZEN’S TOTAL LIABILITY TO COMPANY OR TO ANY THIRD PARTY EXCEED ONE MILLION DOLLARS ($1,000,000) PER
INCIDENT PROVIDED THAT POLYZEN’S TOTAL AGGREGATE LIABILITY HEREUNDER WILL NOT EXCEED THE GREATER OF (A) THREE MILLION DOLLARS
($3,000,000) OR (B) TWELVE MONTHS OF PAYMENTS TO POLYZEN UNDER THIS AGREEMENT (EXCLUDING EXPENSES).


 


7. Indemnification
and Insurance.


 


7.1 Indemnity
Obligations. In addition to its other indemnification obligations set forth herein, at its sole cost, each party (in such
capacity, the “Indemnifying Party”) hereby agrees to indemnify, defend and hold harmless the other party and
its shareholders, officers, directors, employees, agents, representatives, subcontractors, invitees, successors and assigns (each,
an “Indemnitee”) from and against any and all claims, suits, actions, liabilities, losses, costs and expenses
(including reasonable attorneys’ fees), judgments and damages (“Claims”) brought against any Indemnitee
by a third party which results or arises from, or is attributable to, (i) the Indemnifying Party’s gross negligence, intentional
misconduct, or failure to comply with Applicable Laws; or (ii) any breach of this Agreement or any term or condition set forth
herein by the Indemnifying Party, or its employees or agents, or any breach of any of such Indemnifying Party’s representations
or warranties set forth herein. In addition to its other indemnification obligations hereunder, and except to the extent Polyzen
is the Indemnifying Party pursuant to this Section 7.1, Company hereby agrees to indemnify, defend and hold harmless
Polyzen and its Indemnitees from and against any and all Claims related to the sale, resale, licensing or registration, distribution
or use by Company or any of its end-users of any Product accepted by Company pursuant to Section 2.5 above.


 


7.2
Procedure for Indemnity. If any claim or action is asserted that would entitle Indemnitee to indemnification pursuant to Section
7.1 (a “Proceeding”), the Indemnitee will give written notice thereof to the Indemnifying Party promptly
of any demand, claim, loss, cost or damage or the commencement of any legal proceeding for which indemnification is sought hereunder
(but in no event later than 15 days from such event); provided, however, that the failure of the Indemnitee seeking
indemnification to give timely notice hereunder will not affect its rights to indemnification hereunder, except to the extent
the Indemnifying Party demonstrates actual damage caused by such failure. An Indemnifying Party will not settle or consent
to any entry of judgment in connection with any Proceeding without obtaining the prior written consent of the Indemnitee seeking
indemnification hereunder, such consent not to be unreasonably withheld. The parties will fully cooperate with each other in any
such Proceeding and will make available to each other any books or records useful for the defense of any such Proceeding


 


7.3 Insurance.
Each party shall maintain general liability insurance, including products liability coverage, and professional/ errors &
omissions liability insurance each in a minimum amount of $1,000,000 per occurrence or claims and $3,000,000 in the annual aggregate,
with deductibles not exceeding $250,000 per occurrence or claim that provides coverage for the Products and the Services, as applicable
contemplated by this Agreement. At a minimum, such party shall maintain such insurance coverage required hereunder for the entire
Term and for a period of not less than three (3) years following expiration or termination of the Agreement. If any such policy
shall provide coverage on a claims made basis, the party holding such policy shall be required to maintain a claims made policy
providing such coverage for an additional period of not less than three (3) years following the expiration or termination of this
Agreement. Each party shall deliver to the other party a certificate from the insurance carrier or broker evidencing such coverage
and noting any exclusions and agreeing to provide no less than thirty (30) days’ prior written notice to such other party
in the event of a material change in coverage or policy cancellation.


 




    	-8-



    	 



    

 





8. Term
and Termination.


 


8.1 Term.
The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) years unless earlier
terminated in accordance with this Section 8 (the “Term”). At the end of the Term, this Agreement
will automatically renew for a period of one (1) year unless terminated in accordance with this Section 8. Prior to the end of
the Term, the parties may mutually agree in writing to renew this Agreement for such period as they may mutually agree on the
same, or substantially similar, terms and conditions as those terms and conditions set forth herein.


 


8.2 Termination
for Breach. A party may terminate immediately this Agreement upon written notice to the other party, if such other party commits
a material breach of this Agreement and fails to cure such material breach to the sole satisfaction of the non-breaching party
within thirty (30) days after receiving written notice thereof.


 


8.3 Termination
for Any Reason. Company may terminate this Agreement for any reason, upon providing Polyzen with one hundred eighty (180)
days’ prior written notice of its intention to terminate. For purposes of avoiding doubt, in the event of a termination
of this Agreement under this Section 8.3, Company agrees to purchase the amount of Products it is required to purchase
under Section 2.2 (as modified by Section 2.3) during the one hundred eighty (180)-day notice period
based on the most recent Forecast provided by Company.


 


8.4 Termination
for Force Majeure. Company may terminate this Agreement as provided in Section 10.5.


 


8.5 Effect
of Termination.


 


(a) Expiration
or termination of this Agreement for any reason shall not release any party hereto from any liability which, at the time thereof,
has already accrued to such party. Except in the event of Company’s termination of this Agreement pursuant to Section
8.2 or Section 8.4 above, Polyzen shall be entitled to payment of all fees incurred up to the date of termination
and all non-cancellable obligations, including all purchased inventory, work-in-progress inventory, incurred in connection with
any open and non-cancellable purchase order with a third-party vendor and all work-in-progress inventory and finished goods inventory
at Polyzen, in each case, that is the subject of a Purchase Order; provided that, in the event of a termination under Section
8.4 by Company, Polyzen shall be eligible for the payment of all purchased inventory and materials that were procured
in connection with a binding Purchase Order and that Polyzen actually delivers to the Company.


 


(b) Within
ten (10) days after the effective date of the termination or expiration of this Agreement, each party shall return to the other
party such other party’s Confidential Information in accordance with Section 4.3 above, except to the extent
such Confidential Information would be required in connection with a Technology Transfer.


 


(c) Any
and all provisions, promises and warranties contained herein which by their nature or effect are required or intended to be observed,
kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and
for the benefit of the parties hereto, including, without limitation, the provisions of Sections 1, 2.7, 3, 4, 6, 7, 8, 9 and
10.


 


9. Recalls.
Company shall have sole responsibility for and shall make all decisions with respect to any recall, market withdrawals or
any other corrective action related to the Medical Device. If any Medical Device is recalled as a result of the gross negligence
or intentionally wrongful acts or omissions of Polyzen or its representatives in the manufacture of the Products, then Polyzen
shall bear and reimburse the Company for all of the costs and expenses of such recall, including reasonable attorney fees, expenses
related to communications and meetings with Regulatory Authorities, expenses of replacement Products, the cost of notifying users
of the Medical Devices, including costs associated with shipment of recalled Product from customers and shipment of an equal amount
of replacement Product to those same customers (collectively, “Recall Costs”). If any Product is recalled as
a result of the negligent or intentionally wrongful acts or omissions of the Company or its representatives, or is not due to
the fault of either party, then the Company shall bear all Recall Costs including any outstanding inventory costs such as raw
goods, work in progress and finished goods that cannot not be used by Polyzen in future manufacturing of the Products that may
be related to such Recall. To the extent that the reason for any recall of the Medical Device is in part the responsibility of
the Company or its agents and in part the responsibility of Polyzen, then the Recall Costs shall be allocated in an equitable
manner between the parties. Any liability of Polyzen hereunder shall be subject to the limitation of liability set forth in Section
6 of this Agreement.


 




    	-9-



    	 



    

 


10. Miscellaneous.


 


10.1 Governing
Law. This Agreement shall be governed and construed by, and enforced in accordance with, the laws of the State of New York,
without reference to its conflicts of laws principles. The U.N Convention on Contracts for the International Sale of Goods shall
not apply.


 


10.2 Financial
Audit. During the Term and during the one (1)-year period thereafter, Polyzen agrees to allow the Company and its representatives,
including its external auditors, access to its records solely to conduct an invoice reconciliation related to Polyzen’s
provision of the Services hereunder, provided that: (i) access will be provided no more than one (1) time per year; (ii) Company
provides Polyzen with reasonable prior written notice of its need for access; (iii) access will not disrupt unreasonably Polyzen’s
normal business operations and will be provided only during Polyzen’s standard business hours; and (iv) if access is granted
to Company’s representatives, such representatives must enter into a confidentiality and non-disclosure agreement reasonably
acceptable to Polyzen. If any reconciliation reveals that Polyzen has overcharged Company, Polyzen shall promptly reimburse the
Company for such overcharge and in the event that any such overcharge equals an amount equal to or greater than five percent (5%)
of the amount that should have been charged under the terms of this Agreement”), then Polyzen shall promptly reimburse Company
for fifty percent (50%) of reasonable costs and expenses incurred to third parties in the conduct of the audit, up to a maximum
amount of five thousand dollars ($5,000) per audit.


 


10.3 Relationship
of the Parties. The parties agree that they are independent contractors and that neither of them has any fiduciary duty to
the other. Neither party is the agent of the other. Neither party may represent to any person that it has the power to bind the
other party on any service contract or other agreement, or take any action reasonably likely to lead a third party to believe
that it is the agent or representative of the other party.


 


10.4 Notices.
All notices hereunder shall be in writing and delivered: (i) personally; (ii) by registered or certified mail, postage prepaid,
return receipt request; or (iii) by overnight courier service; in each case, to the following addresses of the respective parties:


 


	 	If
    to Company:	Motus
    GI Medical Technologies Ltd.
	 	 	Keren
    Hayesod 22,
	 	 	Tirat
    Carmel, Israel, 3902638
	 	 	Attn:
     General Manager
	 	 	 
	 	 	with
    a copy to:
	 	 	 
	 	 	Motus
    GI Medical Technologies Ltd.
	 	 	1301
    E. Broward Blvd.
	 	 	Suite
    310
	 	 	Ft.
    Lauderdale, FL 33301
	 	 	Attn:
    CFO
	 	 	 
	 	If
    to Polyzen:	Polyzen,
    Inc.
	 	 	1041
    Classic Road
	 	 	Apex,
    North Carolina 27539
	 	 	Attn:
    Executive Management


 


Notices
shall be effective upon receipt if personally delivered, on the fifth (5th) business day following the date of mailing if mailed,
and upon receipt if sent by overnight courier service. A party may change its address listed above by notice to the other party.


 


10.5 Force
Majeure. Except with respect to payments of money, neither party shall be liable to the other party for delays or failures
in performance resulting from causes beyond its reasonable control, including, without limitation, acts of God; fires, floods
or explosions; actions of governing or Regulatory Authorities; judicial orders; strikes or other labor disputes or disturbances;
power disruptions or equipment malfunctions; acts of terrorism or war; riots or civil disturbances; or communication, utility
or transportation failures (“Force Majeure Event”), provided, that the affected party promptly notifies the other
of the cause and its effects on the Services to be performed hereunder and shall resume performance as soon as practicable following
the end of the Force Majeure Event causing the delay. In the event that a Force Majeure Event continues for ninety (90) days,
Company may terminate this Agreement immediately upon providing notice to Polyzen.


 




    	-10-



    	 



    

 


10.6 Severability.
In case any one or more of the provisions of this Agreement shall be held by a court with proper jurisdiction to be invalid,
illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.


 


10.7 Assignment.
This Agreement may not be assigned by either party without first obtaining the prior written consent of other party; provided,
however, that no such consent shall be required for assignments to an Affiliate or the successor or the transferee of all or substantially
all of a party’s business or assets to which this Agreement relates. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective permitted successors and assigns. Any assignment by a party in violation of
this section shall be null and void.


 


10.8 Waiver;
Modification of Agreement. No waiver, amendment or modification of any of the terms of this Agreement shall be valid unless
in writing and signed by authorized representatives of both parties hereto. No modification to this Agreement shall be affected
by the acknowledgment or acceptance of any Purchase Order, invoice or similar documents containing terms or conditions at variance
with or in addition to those set forth herein. Failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of such rights nor shall a waiver by either party in one or more instances be construed as constituting
a continuing waiver or as a waiver in other instances.


 


10.9 Counterparts.
This Agreement and any exhibit attached hereto may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original and all of which shall constitute one and the same Agreement and shall become effective when signed
by each of the Parties hereto and delivered to the other Party in accordance with the terms of this Agreement. Facsimile or a
Portable Document Format (i.e., PDF) data file signatures of any original document shall be considered the same as delivery of
an original.


 


10.10 Entire
Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to subject matter hereof
and supersedes and merges all prior discussions between the parties.


 


10.11 Export
Restrictions. Each party acknowledges that any Product sold under this Agreement is subject to customs and export controls
laws and regulations of the United States and other countries. Each party agrees to abide by those laws and regulations. Further,
under the laws of the United States, the Product shipped pursuant to this Agreement may not be sold, leased or otherwise transferred
to restricted end-users or to restricted countries. Such shipped Product may not be sold, leased or otherwise transferred to,
or utilized by, an end-user engaged in activities related to weapons of mass destruction, including without limitation, activities
relating to the design, development, production or use of nuclear weapons, materials, or facilities, missiles or the support of
missile projects, and chemical or biological weapons.


 


[Signature
page follows]


 




    	-11-



    	 



    




 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the Effective Date.


 


	POLYZEN,
    INC.	 	MOTUS
    GI MEDICAL TECHNOLOGIES, LTD
	 	 	 	 	 
	By:	/s/
    Nikin Shah	 	By:	/s/
    Mark Pomeranz
	 	 	 	 	 
	Name:	Nikin
    Shah	 	Name:	Mark
    Pomeranz
	 	 	 	 	 
	Title:	CFO
    / COO	 	Title:	CEO
    
	 	 	 	 	 
	Date:	August
    31, 2017	 	Date:	August
    31, 2017


 




    	-12-



    	 



    

 

Exhibit
A


 


Products
and Specifications


 




    	 



    	 



    

 


 


QAF
403a Customer Specification Template Rev C 


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510254


Rev
A   


	Part
    Description:	Motus
    GI Add-On Assembly - Packaged	 
	Polyzen
    P/N:	510254	Customer
    P/N: PV-OSK-001 Rev: A
	 	 	Customer
    Drawing: PV-OSK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


Polyzen
P/N 410015 correlates to Motus GI Drawing PV-OS-001


 


Inspection
Tools:


Reverse
Vacuum Tube Fixture MF00046 (TL0154) 800476


Sleeve
Clamp (TL0188) 800477


Inflation
Fixture MF00046 (TL0045)


Inflation
Hub Tester (TL0151) PZ0977


Rigid
Head Clamping Jig (TL0183) 800485


Microscope
PZ


USON
(TL0153) PZ0955 / PZ1013


 


Specifications:


 


	 	●	*
	 	●	*
	 	●	*
	 	●	*
	 	●	*


 


Packaging
and Labeling Requirements Add-On 


 


	 	●	The
    IFU shall be included in the final packaging
	 	●	The
    Add-on outer and primary packaging shall be labeled with the following information: product name, lot number, product code,
    expiry date, company name & contact information, latex or phthalate content, international symbols can be used as appropriate.
	 	●	All
    package labels must be legible, with no obvious wear or smudging 
	 	●	Each
    single disposable shall be primary packaged in a pouch or a lidded box within a secondary shipper box
	 	●	Each
    shipper box shall contain up to 5 single disposable units.


 


Regulatory
& Safety Requirements


 


	 	●	The
    Add-on shall be manufactured in a clean room
	 	●	Bioburden
    requirement: as per Motus GI’s specifications (< * CFU)


 



 




    	1
                                         of 5



    	 



    

 


 


QAF
403a Customer Specification Template Rev C 


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510254


Rev
A   


	Part
    Description:	Motus
    GI Add-On Assembly - Packaged	 
	Polyzen
    P/N:	510254	Customer
    P/N: PV-OSK-001 Rev: A
	 	 	Customer
    Drawing: PV-OSK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


Labeling



 


	 	●	Labels
    printed through Kodit system, content per spec PV-OS-001, PV-OSK-001
	 	●	Label
    will contain at a minimum 
	 	 	o	Product
    Description
	 	 	o	Reference
    Number (Customer PN)
	 	 	o	Polyzen
    Lot Number
	 	 	o	Manufacture
    Date
	 	 	o	Expiration
    Date


 


Certificate
of Conformance Requirements:


 


	 	●	Date
    	variable
	 	●	Supplier
    Name: 	Polyzen,
    Inc.
	 	●	Customer
    PO#: 	variable
	 	●	Quantity
    Shipped: 	variable
	 	●	Product
    Description: 	Motus
    GI Add-On Assembly – Packaged
	 	●	Customer
    Part No.: 	PV-OSK-001    Rev.
    A
	 	●	Polyzen
    Part No.: 	510254
	 	●	Polyzen
    Lot No.: 	variable
	 	●	The
    COC shall be approved by Quality Assurance.


 


Packaging
(single part per PV-OS-001, Box of 5 per PV-OSK-001)


 


	 	●	Assemblies
    to be packaged in five (5) individual In-patient Add-On boxes
	 	●	One
    (1) IFU – Add-On Assembly
	 	●	One
    (1 set) In-Patient Shipper Box Die Cut Foam Pad 
	 	●	One
    (1) Pure Vu Add-On Label on Shipper Box


 


Note:
parts to be sold will always be as a box of 5 (PV-OSK-001)


 



 




    	2 of 5



    	 



    

 


 


QAF
403a Customer Specification Template Rev C


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510254


Rev
A   


	Part
    Description:	Motus
    GI Add-On Assembly - Packaged	 
	Polyzen
    P/N:	510254	Customer
    P/N: PV-OSK-001 Rev: A
	 	 	Customer
    Drawing: PV-OSK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


In
process inspection type and level:


 


	 	●	Visual
    100% QC Inspection
	 	 	o	410016
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410017
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410010
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	   	 ▪ 	 *  
	 	 	o	410011
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410012
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410013	 
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410014
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	410015
	 	 	 	▪	*
	 	 	 	▪	*


 



 




    	3
                                         of 5



    	 



    

 


 


QAF
403a Customer Specification Template Rev C


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510254


Rev
A   


	Part
    Description:	Motus
    GI Add-On Assembly - Packaged	 
	Polyzen
    P/N:	510254	Customer
    P/N: PV-OSK-001 Rev: A
	 	 	Customer
    Drawing: PV-OSK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


	 	 	 	▪	100%
    visually inspect Add-On assembly as per table below:
	 	 	 	 	●	External
    Sensor Line Red 
	 	 	 	 	 	o	Red
    luer
	 	 	 	 	 	o	Filter
	 	 	 	 	●	Internal
    Sensor Line Blue
	 	 	 	 	 	o	Blue
    Luer
	 	 	 	 	 	o	Filter
	 	 	 	 	●	Irrigation
    line
	 	 	 	 	 	o	Clear
    Luer
	 	 	 	 	●	Pumping
    Line
	 	 	 	 	 	o	Cone
    x2
	 	 	 	 	 	o	Strain
    Relief x2
	 	 	 	 	 	o	Silicone
    tubes according to length x2
	 	 	 	 	●	Head
	 	 	 	 	 	o	*
	 	 	 	 	 	o	*
	 	 	 	 	 	o	*
	 	 	 	 	●	Complete
    Seal.
	 	 	 	 	●	No
    folds in seal area.
	 	 	 	 	●	Anchoring
    points are closed in trays.


 


Final
Release Testing:


 


	 	●	410015
    
	 	 	o	Sampling
    Plan:
	 	 	 	▪	*	 	 
	 	 	 	▪	*	 	 
	 	 	 	▪	*	 	 
	 	 	o 	 100% Visual Inspection
	 	 	 	▪ 	 Ensure the seal seam is:
	 	 	 	 	●	 Complete
	 	 	 	 	●	 Clear
	 	 	 	 	●	 No Folds
	 	 	 	 	●	 Ensure the tubes inside the package are not kinked


 


Sterilization:


 


	 	●	This
    product is not sterile
	 	●	Sterilization
    is not required for this product


 


Contract
agreements


 


	 	●	Customer
    Contract: FQA00006p


 






 




    	4
                                         of 5



    	 



    

 


 


QAF 403a Customer Specification Template Rev C





 


POLYZEN, INC


CONTROLLED DOCUMENT
-  CONFIDENTIAL


CS 510254


Rev A   





 


	Part Description:	Motus GI Cartridge Assembly - Packaged	 
	Polyzen P/N:	 510254 	Customer P/N: PV-WSCK-001 Rev: A
	 	 	Customer Drawing: PV-WSCK-001 Rev: A
	 	 	Customer Contracts: FQA00006p




 


Revision
History


 


	Date	DCO
    #	Rev	Initiator	Changes
	19Jan2018	18-023	A	 * 	Initial
    release of document


 




 



    	 	5 of 5	 



     


    




 


 


QAF
403a Customer Specification Template Rev C


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510255


Rev
A   


	Part
    Description:	Motus
    GI Cartridge Assembly - Packaged	 
	Polyzen
    P/N:	510255	Customer
    P/N: PV-WSCK-001 Rev: A
	 	 	Customer
    Drawing: PV-WSCK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


Polyzen
P/N 410018 correlates to Motus GI Drawing PV-WSC-001


 


Inspection
Tools:


 


Cartridge
testing Device TL0152 PZ0978


USON
TL0153 PZ0955 / PZ1013


 


Specifications:


 


Packaging
and Labeling Requirements Add-On 


 


	 	●	All
    package labels must be legible, with no obvious wear or smudging
	 	●	Each
    single disposable shall be primary packaged in a pouch or a lidded box within a secondary shipper box
	 	●	Each
    shipper box shall contain up to 5 single disposable units.


 


Regulatory
& Safety Requirements


 


	 	●	WS
    Connector shall be manufactured in a Cleanroom
	 	●	Bioburden
    requirement: as per Motus GI specifications (< * CFU)


 


Labeling



 


	 	●	Labels
    printed through the Kodit system per spec PV-WSC-001, and PV-WSCK-001
	 	●	Label
    will contain at a minimum 
	 	 	o	Product
    Description
	 	 	o	Reference
    Number (Customer PN)
	 	 	o	Polyzen
    Lot Number
	 	 	o	Manufacture
    Date
	 	 	o	Expiration
    Date


 


Certificate
of Conformance Requirements:


 





	 	●	Date
    	variable
	 	●	Supplier
    Name: 	Polyzen,
    Inc.
	 	●	Customer
    PO#: 	variable
	 	●	Quantity
    Shipped: 	variable
	 	●	Product
    Description: 	Motus
    GI Cartridge Assembly – Packaged
	 	●	Customer
    Part No.: 	PV-WSCK-001    Rev.
    A
	 	●	Polyzen
    Part No.: 	510255
	 	●	Polyzen
    Lot No.: 	variable
	 	●	The
    COC shall be approved by Quality Assurance. 




 



 




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QAF
403a Customer Specification Template Rev C


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510255


Rev
A   


	Part
    Description:	Motus
    GI Cartridge Assembly - Packaged	 
	Polyzen
    P/N:	510255	Customer
    P/N: PV-WSCK-001 Rev: A
	 	 	Customer
    Drawing: PV-WSCK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 


Packaging
(single part per PV-WSC-001, Box of 5 per PV-WSCK-001)


 


	 	●	Packaged
    Five (5) WS Cartridge Assemblies in Cartridge Boxes 
	 	●	One
    (1 set) Cartridge Shipper Box Die Cut Foam Pad
	 	●	One
    (1) Pure Vu WS Cartridge Label
	 	●	One
    (1) Cartridge Shipper Box


 


Note:
Parts to be sold will always be as a box of 5 (PV-WSCK-001)


 


In
process inspection type and level:


 


	 	●	Visual
    100% QC Inspection
	 	 	o	410018
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*


 


Final
Release Testing:


 


	 	●	410018
	 	 	o	Sampling
    Plan:
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	 	▪	*
	 	 	o	100%
    Visual Inspection
	 	 	 	▪	Complete
    Seal
	 	 	 	▪	No
    folds in seal area
	 	 	 	▪	Anchoring
    points are closed in trays


 


Sterilization:


 


		●	This
                                         product is not sterile



		●	Sterilization
                                         is not required for this product



 


Contract
agreements


 


		●	Customer
                                         Contract: FQA00006p



 






 




    	2 of 3



    	 



    

 

    
 


QAF
403a Customer Specification Template Rev C


 


POLYZEN,
INC


CONTROLLED
DOCUMENT – CONFIDENTIAL


CS
510255


Rev
A   


	Part
    Description:	Motus
    GI Cartridge Assembly - Packaged	 
	Polyzen
    P/N:	510255	Customer
    P/N: PV-WSCK-001 Rev: A
	 	 	Customer
    Drawing: PV-WSCK-001 Rev: A
	 	 	Customer
    Contracts: FQA00006p


 Revision
History


 


	Date	DCO
    #	Rev	Initiator	Changes
	19Jan2018	18-023	A	 * 	Initial
    release of document


 


 














    	 	3 of 3	 



     


    

 


Exhibit
B


 


Quality
Agreement


 


[Attached]


 




    	 



    	 



    

 


		Title:

                                                                                Quality Agreement Form






	Document No:

                                                                                FQA00006p
	Rev:

                                                                                3.0
	Page:

                                                                                2
                                         of 4



 


Quality
Agreement – Suppliers of Materials


 


MOTUS
GI Medical Technologies Ltd. has entered into a technical supply agreement with Polyzen, (the “Supplier”),
dated 6/30/17 (the “Agreement”), for the provision of Services. Capitalized terms used but not defined herein
shall have the respective meanings given to such terms in the Agreement.


 


	1.1	The
    supplier will establish and maintain a quality system in accordance with the relevant standards and regulations. A copy of
    any quality system certification will be sent to MOTUS GI Medical Technologies Ltd (i.e., ISO: 9001, ISO: 13485, etc.).
	 	 
	1.2	The
    supplier agrees to supply only products complying with the purchasing specification developed and maintained by MOTUS GI Medical
    Technologies Ltd for the specific material.
	 	 
	1.3	The
    Company will provide Supplier with copies of all material filings, submissions and correspondence with and to Regulatory Authorities
    with respect to issues reasonably related to the performance of the Services by Supplier. Supplier will maintain pertinent
    Products documents, as applicable, to support the Company’s ongoing regulatory activities required for the manufacture
    of the Medical Devices all in accordance with applicable laws and industry standards, including 21 C.F.R. Part 820 and ISO
    9001, ISO 13485.
	 	 
	1.4	During
    the term of the Agreement and for a period of time equivalent to the design and expected life of the Medical Device, but in
    no case, less than five years after the last product has been manufactured, Supplier shall keep complete records related to
    the manufacture of the Products at the Facility
	 	 
	1.5	The
    supplier agrees not to make any design changes, including, but not limited to changes to the material, such as changes to
    manufacturing process, testing methods, facility, site of manufacture etc., that may have impact on the quality system before
    the change is implemented for the materials sourced without the prior approval of MOTUS GI Medical Technologies Ltd. Requests
    for changes shall be submitted by supplier on FQA00006q - Supplier Change Request (SCR) form.
	 	 
	1.6	The
    supplier agrees to inform MOTUS GI Medical Technologies Ltd immediately of any errors or deviations to manufacture of the
    material that may have impact on the quality of the materials supplied.
	 	 
	1.7	The
    supplier agrees not to pass any information regarding the supply of materials to a 3rd party without the prior
    approval of MOTUS GI Medical Technologies Ltd.
	 	 
	1.8	Supplier
    will promptly advise the Company if a Regulatory Authority visits the Facility and requests or requires information or changes
    that directly pertain to the Product(s). Supplier shall supply the Company with copies of any correspondence provide by the
    Regulatory Authority, as well as any other documents related thereto requested by the Company. Supplier agrees to permit access
    to its Facility and records to any Regulatory Authority and to cooperate with such Regulatory Authority.



 


This
document is property of MOTUS Gl Medical Technologies LTD, its contents are CONFIDENTIAL and shall not be disclosed,


disseminated,
copied or used, without a written permission.



 






     


     


    

 


		Title:

                                                                                Quality Agreement Form






	Document No:

                                                                                FQA00006p
	Rev:

                                                                                3.0
	Page:

                                                                                3
                                         of 4



 



	 	Supplier
    will, to the extent possible, allow a representative of the Company to be present during any such inspection, investigation
    or inquiry.
	 	 
	1.9	Each
    party shall promptly (and in any event, within three (3) business days of the date of receipt of notice unless otherwise set
    forth herein) notify the other party in writing of, and shall provide the other party with copies of any correspondence and
    other documentation received or prepared by such party in connection with any of the following events: receipt of a letter
    from a Regulatory Authority including a Warning Letter or Untitled Letter related to the Product(s), FDA Form 483 (list of
    inspectional observations) or similar item, from the FDA or any other Regulatory Authority directed to the Product(s), or
    in connection with any general inspection applicable to the Facility that is impactful upon the Services or the Product(s)
    (“Regulatory Notices”). The parties shall cooperate with each other in responding to any such Regulatory Notices
    and shall provide copies to the other party of any documentation submitted to the Regulatory Authority in connection therewith.
	 	 
	1.10	The
    Company or its representatives, including its external auditors, may perform on site quality assurance audits and audit any
    records of Supplier related to the performance of the Services at any time during the Term of this Agreement and for the one
    (1) year period following the expiration or termination of this Agreement during normal business hours and without notice
    to Service Provider (unannounced audits). Supplier shall make any records readily available for such audit, and the Company
    or its designees may copy any and all such records in connection with any such audit.
	 	 
	1.11	In
    case non-conformance are found during the audit, the supplier undertakes to correct them within a reasonable time frame and
    acceptable by MOTUS GI Medical Technologies Ltd. If deficiencies are such that hinder safety, performance or compliance with
    regulatory requirements, for the supplier to stop production of the MOTUS GI Medical Technologies Ltd products and correct
    the deficiencies immediately. Beginning of remanufacturing is subject to approval in writing from the MOTUS GI Medical Technologies
    Ltd.
	 	 
	1.12	All
    parts supplied should be procured only from official distributors.
	 	 
	1.13	All
    the processes performed in the supplier facilities that are not verifiable by audits, are required to pass validation. MOTUS
    GI Medical Technologies Ltd will receive a copy of the final validation report concerning its products.
	 	 
	1.14	Electronic
    parts will not exceed the date code of 24 month. Older part will be provided only after coordination and written approval
    of MOTUS GI Medical Technologies Ltd quality management.
	 	 
	1.15	The
    supplier agrees to supply with each shipment a Certificate of Assurance or Certificate of Compliance or Certificate of Tests
    as applicable for the material.
	 	 
	1.16	The
    supplier agrees to investigate complaints regarding the purchased materials and issue a written report to MOTUS GI Medical
    Technologies Ltd detailing the findings and applicable corrective actions.



 


This
document is property of MOTUS Gl Medical Technologies LTD, its contents are CONFIDENTIAL and shall not be disclosed,


disseminated,
copied or used, without a written permission.



 






     


     


    

 


		Title:

                                                                                Quality Agreement Form






	Document No:

                                                                                FQA00006p
	Rev:

                                                                                3.0
	Page:

                                                                                4
                                         of 4



 



	1.17	The
    Company will be solely responsible for interacting with the public or third parties with respect to complaints regarding the
    Medical Devices. Supplier will cooperate with the Company in investigating any such complaints to the extent that such complaint
    involves Products manufactured by Supplier for the Company pursuant to this Agreement.
	 	 
	1.18	The
    Company will be solely responsible for all medical device reporting required under applicable laws for the Medical Device.
    To the extent, Supplier receives a report of any adverse experience related to the Medical Device, Supplier will immediately,
    and in no event later than two (2) calendar days of receipt, forward the report to the Company.


 


Records
and Traceability


 


	1.19	If
    the validity of the agreement with MOTUS GI Medical Technologies Ltd expires, the supplier agrees to transfer to MOTUS GI
    Medical Technologies Ltd all records related to the company orders at least the last seven years.


 


The
agreement scope is listed bellow:


 


Material
/ service description: Manufacturing of finished disposable Oversleevcs, Work station Connectors, including all packaging,
labeling and shipping. Finished good lot packages to be provided & approved to MOTUS GI prior to release I shipping.


 


	This
    supplier Quality agreement has been signed by:
	 
	for
    MOTUS GI Medical Technologies Ltd	 	for
    Polyzen (supplier)
	 	 	 
	By:	Mado
    Otzri	 	By:	 John
    Allgood 
	Job
    Description:	QA
    Director	 	Job
    Description:	Director
    of Quality
	Date:	4-Jul-2017	 	Date:	3-Jul-2017
	Signature:	/s/
    Mado Otzri	 	Signature:	 /s/ John Allgood  


 


This
document is property of MOTUS Gl Medical Technologies LTD, its contents are CONFIDENTIAL and shall not be disclosed,


disseminated,
copied or used, without a written permission.


 






     


     


    







 


Exhibit
C


 


Price
and Suppliers


Polyzen
Sleeve Assembly

Component: Sleeve Assembly

Supplier: Polyzen


 


	Motus Part Number	 	Volume / Capacity	 	Price
	ASM100016	 	* sleeve assemblies per week	 	 $ * / sleeve 
Pricing as of October 2016



 


Other
Polyzen Components

Component: Leaf Seals

Supplier: Polyzen


 


	Motus Part
 Number
	 	Description	 	Quantity Per Device	 	Volume / Capacity	 	Price
	 	 	Leaf Seals – *	 	*	 	 	 	 
	 	 	Leaf Seals – *	 	*	 	 	 	 



 


Polyzen
Sourced Components


 


Pricing
Methodology for Sourced Components: Polyzen will provide open-book pricing on all sourced components, provided that Polyzen charge
a mark-up all sourced components by * % to account for purchasing, incoming inspection / quality, and supplier management costs.


 


	●	Component:
    Injection Molded Parts
	 	Supplier:
    Medacys
	 	Address:
    C6, Mingzhuo Industrial Park, Guangming New District, Shenzhen, Guangdong, China 518107 


 


Note:
Pricing is based on validations being complete. Thus, any additional inspections will be charged as a separate line item.


 


	 	 	 	 	 	 	 	 	Price
    Breaks
	Motus
    Part Number	 	Rev	 	Part
    Description	 	Quantity
    Per Device	 	MOQ
    = 1,000	 	2,000	 	5,000
	ASM100003	 	A	 	 *	 	2	 	 $  *	 	 $  *	 	 $  *
	ASM100043	 	N/A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	ASM100002	 	A	 	 *	 	1	 	 $  *	 	 $  *	 	 $  *
	 	 	 	 	 	 	 	 	10,000	 	50,000	 	100,000
	ASM100003	 	A	 	 *	 	2	 	 $  *	 	 $  *	 	 $  *
	ASM100043	 	N/A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	ASM100002	 	A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *



 


	 	 	 	 	 	 	 	 	Price
    Breaks
	Motus
    Part Number	 	Rev	 	Part
    Description	 	Quantity
    Per Device	 	MOQ
    = 1,000	 	2,000	 	5,000
	MFR000388	 	A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	MFR000212	 	A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	MFR000213	 	N/A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	MFR000334	 	A	 	*	 	2	 	 $  *	 	 $  *	 	 $  *
	 	 	 	 	 	 	 	 	10,000	 	50,000	 	100,000
	MFR000388	 	A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *



 




    	 



    	 



    

 


	MFR000212	 	A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	MFR000213	 	N/A	 	*	 	1	 	 $  *	 	 $  *	 	 $  *
	MFR000334	 	A	 	*	 	2	 	 $  *	 	 $  *	 	 $  *





 


	●	Component: Tubing
	 	Supplier:
    Natvar
	 	Address:
     8720 U.S. 70, Clayton, NC 27520 


 


	Motus Part Number	 	Description	 	Price (per unit)	 	Quantity per

 Device
	MFR000214	 	*	 	 $  *	 	2
	ASM100028	 	*	 	 $  *	 	1
	TUB000052-01	 	*	 	 $  *	 	1
	TUB000052-02	 	*	 	 $  *	 	1
	TUB000052-03	 	*	 	 $  *	 	1
	TUB000051-07	 	*	 	 $  *	 	1
	TUB000051-04	 	*	 	 $  *	 	1
	TUB000051-05	 	*	 	 $  *	 	1
	TUB000051-06	 	*	 	 $  *	 	1



 


Supplier:
Vesta


Address:
547 TRM Cir, Corona, CA 92879 


 


	Motus Part Number	 	Description	 	Price (per unit)	 	Quantity per
 Device

	TBD	 	*	 	TBD	 	 



 


Other
Sourced Components


 


	Vendor	 	Motus Part
 Number
	 	Description	 	Price (per unit)	 	Quantity per
 Device

	Borla	 	STP000195	 	*	 	 $ *	 	2
	Borla	 	STP000196	 	*	 	 $ *	 	1
	Borla	 	STP000194	 	*	 	 $ *	 	1
	Pall	 	STP000183	 	*	 	 $  *	 	1



 


Full
Medical Device Assembly


 


Supplier:
Polyzen


 


Pricing
will be determined and agreed to by the parties once full assembly transfer process has been determined, setup and confirmed.
Initial estimates can be provided based on current time-studies and process in Motus Israel.


 




    	 



    	 



    

 


 






    	 



    	 



    

 


 






    	 



    	 



    

 


 






    	 



    	 



    

 


 






    	 



    	 



    

 


 




    	 



    	 



    

 


Exhibit
E


 


Polyzen’s
Background Intellectual Property as of the Effective Date


 


	1.	Polyzen
    Add-On Sleeve Assembly, Coated
	 	a.	*
	 	b.	*
	 	c.	*