Exhibit 10.23


 





FIRST
AMENDED EMPLOYMENT AGREEMENT


 


This First Amended
Employment Agreement (“Agreement”), dated March 26, 2019 (the “Effective Date”) is entered into
between Motus GI Holdings, Inc., a Delaware corporation, having its corporate headquarters at 1301 East Broward Blvd, Fort Lauderdale,
Florida (“Company”), and Andrew Taylor, an individual residing at 816 Winter Road, Rydal, PA 19046 (“Executive”)
(Company and Executive, each a “Party” and together, the “Parties”).


 


WHEREAS, the Parties
previously entered into an employment agreement dated as of August 16, 2017 (the “Initial Employment Agreement”);
and


 


WHEREAS, the Parties
have mutually agreed to modify and amend the terms and conditions of employment as set forth in this Agreement; and


 


WHEREAS, the Initial
Employment Agreement is no longer in effect and has been superseded and replaced by this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements set forth herein, Company and Executive hereby agree as follows:


 


ARTICLE I


EMPLOYMENT; POSITION, DUTIES AND RESPONSIBILITIES


 


1.01         Employment
and Acceptance. Company agrees to, and does hereby, employ Executive, and Executive agrees to, and does hereby accept, such
employment, upon the terms and subject to the conditions set forth in this Agreement.


 


1.02         Position,
Duties and Responsibilities. During the Term (as defined in Section 2.01 below), Executive shall serve as Chief Financial Officer
of the Company as well as in such other positions or capacities as may be reasonably requested by the Chief Executive Officer (“CEO”)
and/or the Board of Directors of Company (the “Board”) and shall have such duties and responsibilities as are
customary for, and are consistent with, such position(s) as may, from time to time, be assigned to him. Executive’s employment
by Company shall be full-time and exclusive to Company and Executive shall (a) report to the CEO, (b) comply with Company’s
policies and procedures in place from time to time, and (c) serve Company faithfully and to the best of Executive’s ability.
During the Term, and except for paid time off in accordance with the terms of Section 3.01(E) below or absences due to illness
or incapacity, Executive shall devote all of Executive’s business time, attention, skill and efforts exclusively to the business
and affairs of Company (including its affiliates) and the promotion of its interests. Notwithstanding anything contained herein
to the contrary, Executive may do the following, provided that such activities do not inhibit or prohibit the performance of Executive’s
duties hereunder or inhibit or conflict with the business of Company and/or its affiliates: (i) engage in charitable, educational,
religious, civic and similar types of activities and manage Executive’s personal investments, (ii) continue to serve on the
board of directors of Angel Medical Systems, Inc., and (iii) with the prior written consent of the Board which shall not be unreasonably
withheld, serve on the board of directors, managers, advisors (or their equivalent) of outside business enterprises. The Parties
acknowledge that the Executive currently resides in Pennsylvania; while the Executive will not be required to relocate his home
residence, Executive acknowledges that he shall be required to travel as reasonably necessary to perform Executive’s duties
hereunder, including international travel.


 






     


     


    

 


ARTICLE II


TERM


 


2.01         Term
of Employment. The terms of this Agreement shall commence as of the Effective Date and shall continue on an at-will basis.
The period during which Executive is employed pursuant to this Agreement shall be referred to as the “Term.”


 


ARTICLE III


COMPENSATION AND BENEFITS; EXPENSES


 


3.01         Compensation
and Benefits. For all services rendered by Executive in any capacity during the Term (including, without limitation, serving
as an officer, director or member of any committee of Company or any affiliate or division thereof), Executive shall be compensated
as follows (subject, in each case, to the provisions of Article IV below):


 


(A)        Base
Salary. During the Term, Company shall pay to Executive a base salary at the initial rate of $310,000 (less applicable withholdings
and deductions) on an annualized basis (the “Base Salary”). As used in this Agreement, the term “Base
Salary” shall refer to Base Salary as may be adjusted upward from time to time by the Board. Base Salary shall be payable
in accordance with the customary payroll practices of Company.


 


(B)         Performance
Bonus. The Executive shall be eligible to receive an annual bonus payment in an amount equal to up to thirty-five percent (35%)
of the Executive’s then-Base Salary (“Bonus Target”) if the Board determines that the Executive has met
the target objectives communicated to him. Payout parameters will be determined by the Board based upon parameters set by the Board
and the Chief Executive Officer of the Company for an overall Company executive bonus program using market data and analysis input
from a third-party expert compensation firm. Any bonus earned by the Executive shall be paid to Executive no later than March 15th
of the calendar year following the calendar year to which the bonus relates.


 


(C)         Equity
Compensation.


 


a.     During
the Term, Executive shall be eligible to receive from time to time such additional equity grants or awards, if any, pursuant to
the terms of the Company’s 2016 Equity Incentive Plan (the “Plan”) (or any successor plan as may be in
place from time to time) as may be approved by the Board or the Compensation Committee in its discretion. Such grants or awards
will be subject to the terms and conditions of the Plan (or any successor plan) and such other terms and conditions as the Board
or the Compensation Committee in its discretion may establish.


 






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b.    The Parties
acknowledge, pursuant to the Initial Employment Agreement, the Executive received a grant of options (the “Option Grant”)
to purchase up to 240,000 shares of Common Stock pursuant to the Plan with an exercise price of $4.50 per share, which vests in
a series of twelve (12) successive equal quarterly installments upon the completion of each successive calendar quarter of active
service over the three (3) year period measured from the date of grant, as was determined by the Compensation Committee of the
Board of Directors. Pursuant to the Initial Employment Agreement, Executive’s Option Grant contained the following additional
terms:


 


(1)        Upon a “change-in-control” of the Company, all outstanding unvested shares pursuant to the Option Grant shall
become fully vested and exercisable for the remainder of their full term. “Change in Control” shall mean the
consummation of any one of the following events: (i) a sale, lease, transfer or other disposition of all or substantially all of
the assets of the Company; (ii) a consolidation or merger of the Company with or into any other corporation or other entity or
person, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation,
merger or reorganization, own less than fifty percent (50%) of the Company’s outstanding voting power of the surviving entity
following the consolidation, merger or reorganization; or (iii) any transaction (or series of related transactions involving a
person or entity, or a group of affiliate persons or entities) in which in excess of fifty percent (50%) of the Company’s
then outstanding voting power is transferred, excluding any consolidation or merger, effected exclusively to change the domicile
of the Company and excluding any such change of voting power resulting from a bona fide equity financial event or public offering
of the stock of the Company.


 


(2)        If the Executive is terminated without Cause (as defined in the Initial Employment Agreement), the Option Grant shall vest
with respect to the additional number of shares that would have become vested under its terms through the last day of the calendar
quarter during which such termination date occurs.


 


(3)        Terms otherwise in accordance with the Company’s stock option plan as in effect as of December 22, 2016.


 


(D)          Benefits.
During the Term, Executive shall be entitled to participate in all Executive benefit plans and programs (excluding severance plans,
if any) generally made available by Company to Executives of Company, to the extent permissible under the general terms and provisions
of such plans or programs and in accordance with the provisions thereof. Company may amend, modify or rescind any employee benefit
plan or program and/or change employee contribution amounts to benefit costs without notice in its discretion. Executive’s
eligibility for severance shall be governed by the terms of this Agreement.


 






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(E)           Paid
Time Off (PTO). During the Term, Executive shall be entitled to paid time off in accordance with Company’s policy in
place from time to time; provided, however, that Executive shall be eligible to accrue no less than twenty (20)
days per calendar year. The Executive shall be permitted to carry over PTO into the following calendar year; provided however that
any unused, accrued PTO shall expire two years following the applicable year in which PTO was earned. The Executive shall be required
to obtain the Board’s approval if he wishes to take more than two weeks of PTO consecutively.


 


3.02       Expenses.
Executive shall be entitled to receive reimbursement from Company for reasonable out-of-pocket expenses incurred by Executive during
the Term in connection with the performance of Executive’s duties and obligations under this Agreement, according to Company’s
expense account and reimbursement policies in place from time to time and provided that Executive shall submit reasonable documentation
with respect to such expenses; provided, however, in no event shall a reimbursement be made later than December 31
of the year following the year in which the expense was incurred.


 


ARTICLE IV


TERMINATION


 


4.01         Events
of Termination. This Agreement and Executive’s employment hereunder shall terminate upon the occurrence of any one or
more of the following events:


 


(A)          Death.
In the event of Executive’s death, this Agreement and Executive’s employment hereunder shall automatically terminate
on the date of death.


 


(B)           Disability.
To the extent permitted by law, in the event of Executive’s physical or mental disability that prevents Executive from performing
the essential functions of Executive’s duties under this Agreement (with or without reasonable accommodation) for a period
of at least ninety (90) consecutive days in any twelve (12)-month period or one hundred twenty (120) non-consecutive days in any
twelve (12)-month period, Company may terminate this Agreement and Executive’s employment hereunder upon giving written notice
of termination to Executive.


 


(C)           Termination
by Company for Cause. Company may, at its option, terminate this Agreement and Executive’s employment hereunder for Cause
(as defined below) upon giving notice of termination to Executive. As used in this Agreement, “Cause” shall
mean the termination of the Executive’s employment because of:


 


(1)       gross
negligence or willful misconduct in the performance of the Executive’s duties hereunder, or if the Executive otherwise materially
breaches this Agreement;


 


(2)       the
Executive’s failure to obey a lawful and appropriate directive that is from the CEO or the Board, which failure is not cured
within 15 days written notice of the alleged failure to perform;


 


(3)       a
material violation of the restrictive covenants described in Article V below or of any written employee conduct policy of the Company
against workplace harassment or discrimination);


 






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(4)       conviction
of a felony or other serious crime; or


 


(5)       any
other act or omission that results in material harm to the business, reputation of the Company.


 


(D)          Without
Cause by Company. Company may, at its option, at any time terminate this Agreement and Executive’s employment hereunder
for no reason or for any reason whatsoever (other than for Cause or as a result of Executive’s death or Disability) by giving
written notice of termination to Executive.


 


(E)           Termination
by Executive. Executive may terminate this Agreement and Executive’s employment hereunder with or without Good Reason
(as defined below) by: (i) in the case of a resignation without Good Reason, giving thirty (30) days prior written notice of termination
to Company; or (ii) in the case of a resignation for Good Reason, giving written notice of resignation within thirty (30) days
after the expiration of the Good Reason Cure Period; provided, however, in each case, Company reserves the right, upon written
notice to Executive, to accept Executive’s notice of resignation and to accelerate such notice and make Executive’s
resignation effective immediately, or on such other date prior to Executive’s intended last day of work as Executive deems
appropriate. The Company’s election to accelerate Executive’s notice of resignation shall not be deemed a termination
by Company. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following circumstances
without Executive’s prior express written consent: (i) a material adverse change in the nature of Executive’s title,
duties or responsibilities with the Company that represents a material demotion from his title, duties or responsibilities as in
effect immediately prior to such change; (ii) a material breach of this Agreement by the Company; (iii) a failure by the Company
to make any payments to Executive when due, unless the payment is not material and is being contested by the Company, in good faith;
(iv) the Company’s performance of any illegal or civilly actionable act that materially damages Executive’s reputation
or is considered harassment under applicable law; (v) any material reduction of the Executive’s then current annual Base
Salary except to the extent that the annual Base Salary of all other similarly situated employees of the Company or its successor
is similarly reduced; (vi) any requirement that the Executive relocate to a work site that is more than fifty miles from his home;
or (vii) a liquidation, bankruptcy or receivership of the Company. Notwithstanding the foregoing, no Good Reason shall be deemed
to exist with respect to the Company’s acts described in clause (i) above, unless Executive shall have given written notice
to the company specifying the Good Reason with reasonable particularity within (ninety) 90 days after the date Executive first
knew or should reasonably have known of the occurrence of any such event and, within fifteen (15) days after such notice, the Company
shall not have cured or eliminated the problem or thing giving rise to such Good Reason; provided, however, that
a repeated breach after notice and cure of any provision of clause (i) above involving the same or substantially similar actions
or conduct, shall be grounds for termination for Good Reason without any additional notice from Executive. If Executive fails to
provide the notice and Good Reason Cure Period prior to Executive’s resignation, or resigns more than ninety (90) days after
the initial existence of the condition, Executive’s resignation will not be deemed to be for “Good Reason” and
any claim of such circumstances as “Good Reason” shall be deemed irrevocably waived by Executive.


 






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(F)       Mutual
Agreement. This Agreement and Executive’s employment hereunder may be terminated at any time by the mutual agreement
of Company and Executive.


 


4.02         Company’s
Obligations upon Termination.


 


(A) Termination
by Company for Cause; Termination by Executive without Good Reason; Mutual Agreement. In the event of a termination of this
Agreement and Executive’s employment hereunder pursuant to Sections 4.01(C), 4.01(E) (other than a termination for Good Reason),
or 4.01(F) above, then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation
to Executive (or Executive’s estate, heirs, executors, administrators, representatives and assigns) under this Agreement
or otherwise shall be to: (i) pay to Executive (or, if applicable, Executive’s estate) any Base Salary earned, but not yet
paid, prior to the effective date of such termination, payable in accordance with Company’s standard payroll practices; (ii)
reimburse Executive (or, if applicable, Executive’s estate) for any expenses incurred by Executive through the effective
date of such termination in accordance with Section 3.02 above; and (iii) pay and/or provide any amounts or benefits that are vested
amounts or vested benefits or that Executive is otherwise entitled to receive under any plan, program, policy or practice (with
the exception of those, if any, relating to severance) on the date of termination, in accordance with such plan, program, policy,
or practice (including payment for unused, accrued vacation) (clauses (i), (ii) and (iii) of this sentence are collectively referred
to herein as the “Accrued Obligations”).


 


(B)           Termination
by Company without Cause; Termination by Executive for Good Reason; Death or Disability.


 


(1) Subject
to Section 4.02(B) below, in the event of a termination of this Agreement and Executive’s employment hereunder by Company
pursuant to Section 4.01A, 4.01B, 4.01(D) or a termination of this Agreement and Executive’s employment hereunder by Executive
for Good Reason (as defined in Section 4.01(E) above) pursuant to Section 4.01(E), then this Agreement and Executive’s employment
with Company shall terminate and Company’s sole obligation to Executive under this Agreement or otherwise shall be to: (i)
pay and/or provide, as applicable, the Accrued Obligations in accordance with the terms set forth in Section 4.02(A) above; and
(ii) subject to Section 4.02(C) below, (a) an aggregate amount equal to the Executive’s Base Salary for nine (9) months (the
“Severance Payments”), (b) if Executive timely elects COBRA coverage, Company shall pay the Company portion
of Executive’s healthcare continuation payments under COBRA for a twelve (12)-month period following the date of Executive’s
termination of employment with Company (the “COBRA Assistance”) during which time Executive shall be responsible for
the Executive portion (unless Executive becomes eligible to obtain healthcare coverage from a new company before the twelve (12)-month
anniversary of the termination of Executive’s employment, in which case Company’s obligation to contribute to Executive’s
health care continuation payments under COBRA shall cease), (c) pay to Executive any earned but unpaid Performance Bonus that relates
to the calendar year prior to the calendar year in which the termination of Executive’s employment from the Company occurs,
which shall be paid in lump sum on the date when bonuses otherwise would be paid, (d) reimbursement of business expenses as set
forth herein, and (e) 25% of any unvested options shall upon such termination vest. Any unvested portion of the Executive’s
Option Grant and unpaid performance bonus shall be forfeited without payment. If, following a termination of employment without
Cause or due to permanent disability, the Executive breaches the provisions of Section 5 below, the Executive shall not be eligible,
as of the date of such breach, for any additional Severance Payments, and any and all further obligations and agreements of the
Company with respect to such payments shall thereupon cease. Additionally, if, following a termination of employment without Cause
or due to Disability, the Executive accepts and commences alternate employment while receiving the Severance Payments, the base
compensation received by Executive from such alternate employment shall be applied as an offset against future Severance Payments
due the Executive. By way of example, if Executive is able to secure alternate employment at a monthly base salary rate of $20,000,
the Executive’s monthly Severance Payment would be reduced by $20,000 during the remaining severance period.


 






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(2) In the
event of a termination of this Agreement and Executive’s employment hereunder by Company pursuant to Section 4.01(D) or a
termination of this Agreement and Executive’s employment hereunder by Executive for Good Reason (as defined in Section 4.01(E)
above) pursuant to Section 4.01(E) during the twelve (12)-months immediately following a Change in Control (as defined below),
then this Agreement and Executive’s employment with Company shall terminate and Company’s sole obligation to Executive
under this Agreement or otherwise shall be to: (i) make the payments described in Section 4.02(B)(1)(i) and Section 4.02(B)(ii)(a)-(d)
above, and (ii) subject to Section 4.02(C) below, accelerate the vesting of all unvested equity awards either existing and future
awards (including the unvested portion of the Option Grant). Except for Section 3.01(C)(b)(1), as used in this Agreement, a “Change
in Control” shall have the meaning of Change in Control set forth in the Company’s Plan, as in effect on the date of
this Agreement. In the event the unvested portion of Executive’s equity awards are not assumed or substituted with substantially
equivalent awards with the successor corporation in connection with a Change in Control, such unvested equity awards shall become
immediately vested immediately prior to such Change in Control.


 


Notwithstanding anything set forth in this
Section 4.02(B) to the contrary, in the event of a material breach by Executive under Article V of this Agreement or the Release
and in addition to any other remedies hereunder, the Release or at law or in equity, Company’s obligation to make any remaining
installments of the Severance Payment shall terminate as of the date of such breach and Company shall have no further obligations
under this Section 4.02(B) other than to pay/provide the Accrued Obligations (to the extent not previously paid/provided) and Executive
shall be required, upon demand, to return to Company fifty percent (50%) of the Severance Payment (or installments thereof) paid
by the Company pursuant to this Section 4.02(B).


 






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(C)           Release.
With the exception of Accrued Obligations, all payments and benefits to Executive pursuant to this Section 4.02 shall be contingent
upon Executive’s execution, delivery within 21 days (or 45 days in the case of a group termination) following receipt by
Executive, and non-revocation of a general release in a form satisfactory to the Company (the “Release”). The
Release will be delivered to Executive within ten (10) business days following the effective date of Executive’s termination
and will include, without limitation, a general release from all liability of Company, its affiliates and each of their respective
officers, directors, shareholders, partners, managers, agents, employees and other related parties. Notwithstanding anything to
the contrary contained herein, in the event that any payment hereunder is contingent upon Executive’s execution and delivery
of the Release and the 21 (or 45 day) period covers more than one calendar year, the payment shall be paid in the second calendar
year (on the first regular pay date of such calendar year following the date that the Release becomes effective and is no longer
subject to revocation, all subject to Section 4.02(D) below), regardless of whether the Executive executes and delivers the Release
in the first or the second calendar year encompassed in such 21 (or 45) day period.


 


(D)          Specified
Employee. If the Executive is a “specified employee” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) at the time of the Executive’s termination of employment,
amounts or benefits (including the Severance Payments) that are deferred compensation subject to Section 409A of the Code, as determined
in the reasonable discretion of the Company, that would otherwise be payable or provided during the six (6)-month period immediately
following the termination of employment will instead be paid or provided, with interest on any delayed payment at the short-term
applicable federal rate under Section 1274(d) of the Code (with monthly compounding and at the rate published for the month prior
to the month in which the Executive’s termination of employment occurs), on the first business day after the date that is
six months following the Executive’s termination of employment.


 


(E)           Removal
from any Positions and Boards. If the Executive’s employment is terminated for any reason under this Agreement, he shall
be deemed (without further action, deed or notice) to resign (i) if a member, from the Board or board of directors (or similar
governing body) of any Affiliate of the Company or any other board to which he has been appointed or nominated by or on behalf
of the Company and (ii) from all other positions with the Company or any subsidiary or other Affiliate of the Company, including,
but not limited to, as an officer of the Company and any of its subsidiaries or other Affiliates.


 


ARTICLE V


CONFIDENTIALITY, NONCOMPETITION, NONSOLICITATION
AND OTHER COVENANTS


 


5.01         Confidentiality.
Executive shall be provided with access to Confidential Information relating to the Company, its business, potential business or
that of its clients and customers. “Confidential Information” includes all trade secrets, know-how, show-how,
theories, technical, operating, financial, and other business information, whether or not reduced to writing or other medium and
whether or not marked or labeled confidential, proprietary or the like, specifically including, but not limited to, information
regarding source codes, software programs, computer systems, concepts, creations, costs, plans, materials, enhancements, research,
specifications, works of authorship, techniques, documentation, models and systems, sales and pricing techniques, designs, inventions,
discoveries, products, improvements, modifications, methodology, processes, concepts, records, files, memoranda, reports, plans,
proposals, price lists, product development and project procedures. Confidential Information does not include general skills, experience
or information that is generally available to the public, other than information which has become generally available as a result
of Executive’s direct or indirect act or omission. With respect to Confidential Information of the Company and its clients
and customers:


 






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(A)       Executive
will use Confidential Information only in the performance of Executive’s duties for Company. Executive will not use Confidential
Information at any time (during or after Executive’s employment with Company) for Executive’s personal benefit, for
the benefit of any other individual or entity, or in any manner adverse to the interests of Company and its clients and customers
except to the extent permitted by applicable law, including to enable Executive to exercise any protected legal right he may have;


 


(B)       Executive
will not disclose Confidential Information at any time (during or after Executive’s employment with Company) except to authorized
Company personnel, unless Company consents in advance in writing or unless the Confidential Information indisputably becomes of
public knowledge or enters the public domain (other than through Executive’s direct or indirect act or omission) or as authorized
by a court or regulatory agency.


 


(C)       Executive
will safeguard the Confidential Information by all reasonable steps and abide by all policies and procedures of Company in effect
from time to time regarding storage, copying, destroying, and handling of documents; and


 


(D)       Executive
will return or destroy all materials, models, software, prototypes and the like containing and/or relating to Confidential Information,
together with all other property of Company and its clients and customers, to Company when Executive’s employment relationship
with Company terminates or otherwise on demand and, at that time Executive will certify to Company, in writing and under oath,
that Executive has complied with this Agreement. Executive shall not retain any copies or reproductions of correspondence, memoranda,
reports, notebooks, drawings, photographs, databases, diskettes, or other documents or electronically stored information of any
kind relating in any way to the business, potential business or affairs of Company and its clients and customers.


 


(E)       Executive
acknowledges receipt of the following notice under the Defend Trade Secrets Act: An individual will not be held criminally or civilly
liable under any federal or state trade secret law for the disclosure of a trade secret if he/she (i) makes such disclosure in
confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and such disclosure
is made solely for the purpose of reporting or investigating a suspected violation of law; or (ii) such disclosure was made in
a complaint or other document filed in a lawsuit or other proceeding if such filing is made under seal.


 






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(F)       Notwithstanding
the foregoing or anything else contained herein to the contrary, this Agreement shall not preclude the Executive from disclosing
Confidential Information to a governmental body or agency or to a court if and to the extent that a restriction on such disclosure
would limit the Executive from exercising any protected right afforded the Executive under applicable law, including the ability
to receive an award for information provided to a governmental body.


 


5.02         Obligations
to Other Persons. Executive does not have any non-disclosure or other obligations to any other individual or entity (including
without limitation, any previous company) concerning proprietary or confidential information that Executive learned of during any
previous employment or associations that would conflict with the Executive’s obligations to Company under this Agreement.
Executive shall not disclose to Company or induce Company to use any secret or confidential information or material belonging to
others, including, without limitation, Executive’s former employers, if any. Executive does not have any non-competition
agreements, non-solicitation agreements or other restrictive covenants with any previous company or other individual or entity
that would conflict with the Executive’s obligations to Company under this Agreement.


 


5.03         Covenants
Against Competition and Solicitation.


 


Executive acknowledges
and understands that, Executive’s position with Company affords Executive extensive access to Confidential Information of
the Company. Executive therefore agrees that during the course of Executive’s employment with Company and for twelve (12)
months after termination of Executive’s employment with Company (for any reason or no reason) (collectively, “Restricted
Period”), Executive shall not: (i) anywhere within the United States of America or any other country in which the Company
then conducts or proposes to conduct business, either directly or indirectly, as an owner, stockholder, member, partner, joint
venturer, officer, director, consultant, independent contractor, agent or executive, engage in any business or other commercial
activity which is engaged in or is seeking to engage in a “Competitive Business.” As used in this Agreement, “Competitive
Business” shall mean any individual or enterprise engaged in (x) cleansing of body cavities, tubular structures or other
orafices or devices added on or attached to endoscopes or (y) any other business directly competitive with the business of the
Company on the date of termination.


 


Executive further agrees
that, during the Restricted Period, Executive shall not, directly or indirectly, either on Executive’s own behalf or on behalf
of any other individual or commercial enterprise: (i) contact, communicate, solicit or transact any business with or assist any
third party in contacting, communicating, soliciting or transacting any business with (A) any of the customers or clients of the
Company, (B) any prospective customers or clients of the Company, or (C) any individual or entity who or which was within the most
recent twelve (12) month period a customer or client of Company, for the purpose of inducing such customer or client or potential
customer or client to be connected to or benefit from any competitive business or to terminate its or their business relationship
with the Company; (ii) solicit, induce or assist any third party in soliciting or inducing any individual or entity who is then
(or was at any time within the preceding twelve (12) months an employee or full-time consultant, independent contractor or agent
of Company) to leave the employment of the Company or cease performing services for the Company; (iii) hire or engage or assist
any third party in hiring or engaging, any individual or entity that is or was (at any time within the preceding twelve (12) months)
an employee or full-time consultant, independent contractor or agent of the Company, or (iv) solicit, induce or assist any third
party in soliciting or inducing any other person or entity (including, without limitation, any third-party service provider or
distributor) to terminate its relationship with the Company or otherwise interfere with such relationship. A “prospective
customer or client” is any individual or entity with respect to whom or which Company was engaged in a solicitation at any
time during the twelve (12) months preceding termination of Executive’s employment with Company and in which solicitation
Executive was in any way involved, or about whom or which Executive had access to Confidential Information.


 






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5.04         Cooperation
With Investigations/Litigation. Executive agrees, upon Company’s request, to reasonably cooperate both during and after
Executive’s employment with Company in any Company investigation, litigation, arbitration, or regulatory proceeding regarding
events that occurred during Executive’s tenure with Company. Executive will make himself reasonably available to consult
with Company’s counsel, to provide information, and to appear to give testimony. Company will reimburse Executive for reasonable
out-of-pocket expenses Executive incurs in extending such cooperation, so long as Executive provides advance written notice of
Executive’s request for reimbursement and provides satisfactory documentation of the expenses.


 


5.05         Reasonable
Restrictions/Damages Inadequate Remedy. The Parties to this agreement acknowledge that the restrictions contained in this Article
are reasonable and necessary to protect the legitimate business interests of Company and that any breach by Executive of any provision
contained in this Article may result in immediate irreparable injury to Company for which a remedy at law would be inadequate.
Accordingly, the Parties shall be entitled to temporary or permanent injunctive or other equitable relief (without being obligated
to post a bond or other collateral) in the event of any breach or threatened breach of the provisions of this Article, in addition
to any other remedy that may be available whether at law or in equity.


 


5.06         Separate
Covenants. In the event that an arbitrator or any court of competent jurisdiction shall determine that any one or more of the
provisions contained in this Article shall be unenforceable in any respect,
then such provision shall be deemed limited and restricted to the extent that the adjudicator shall deem the provision to be enforceable.
It is the intention of the Parties to this Agreement that the covenants and restrictions in this Article be given the broadest
interpretation permitted by law. The invalidity or unenforceability of any provision of this Article shall not affect the validity
or enforceability of any other provision hereof. If, in any judicial or arbitration proceedings, a court of competent jurisdiction
or arbitration panel should refuse to enforce all of the separate covenants and restrictions in this Article, then such unenforceable
covenants and restrictions shall be eliminated from the provisions of this Agreement for the purpose of such proceeding to the
extent necessary to permit the remaining separate covenants and restrictions to be enforced in such proceeding.


 






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5.07         Ownership
of Proprietary Rights




 


(A)       Proprietary
Rights. “Proprietary Rights” means all right, title and interest (including any copyrights, patent rights,
trademarks, servicemarks and trade names) in and to, or associated with, or arising from, any and all notes, data, reference materials,
sketches, drawings, memoranda, documentation, and any and all work product conceived, created, reduced to any medium of expression
and/or produced as part of the activities of Executive for the Company, including all written, graphical, pictorial, visual, audio,
and audiovisual elements relating thereto, software code or records in any way incorporating or reflecting any Confidential Information
and any original works of authorship, derivative works, inventions, developments, concepts, know-how, improvements, trade secrets
or ideas, whether or not fixed in a tangible medium of expression, that are conceived or developed in whole or in part by the Executive
alone or in conjunction with others, whether or not conceived or developed during regular working hours by, or in association with,
the Company that are made through the use of any Confidential Information or any of the Company’s equipment, facilities,
supplies, or trade secrets, or that relate to the Company’s business or the Company’s actual or demonstrably anticipated
research and development, or that result from any work performed by the Executive for the Company.


 


(B)       Ownership
of Proprietary Rights. All Proprietary Rights shall belong exclusively to the Company, and the Executive agrees to assign and
hereby assigns to the Company, all rights, title and interest throughout the world in and to all Proprietary Rights. The Executive
agrees to promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company,
all Proprietary Rights. Upon request of the Company and without any separate compensation, the Executive shall take such action
and execute and deliver such documents and instruments as may be necessary or proper to vest in the Company all right, title and
interest in and to all such Proprietary Rights. Without limiting the foregoing, the Executive further agrees that for any original
works of authorship created by the Executive, the Company shall be deemed the author thereof under the United States Copyright
Act; provided, however, that in the event and to the extent such works do not to constitute “works
made for hire” as a matter of law, the Executive agrees to irrevocably assign and transfer, and hereby irrevocably assigns
and transfers to the Company, all right, title and interest in and to such works, including but not limited to copyrights.


 


(C)       Maintenance
of Records. The Executive covenants and agrees to take commercially reasonable measures to keep and maintain adequate and current
written records of all inventions and works of authorship made by the Executive (solely or jointly with others) during the term
of the Executive’s relationship with the Company. The records may be in the form of notes, sketches, drawings, flow charts,
electronic data or recordings, laboratory notebooks, and any other format. The records will be available to and remain the sole
property of the Company at all times. The Executive agrees not to remove such records from the Company’s place of business
except as expressly permitted by the Company policy, which may, from time to time, be revised at the sole election of the Company.
The Executive agrees to return all such records (including any copies thereof) to the Company at the time of termination of services
with the Company.


 






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(D)       Recordation
of Rights. The Executive covenants and agrees to assist the Company, or its designee, at the Company’s expense, in every
proper way to secure the Company’s, or its designee’s, rights in the inventions and any copyrights, patents, trademarks,
servicemarks, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure
to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments, recordations, and all other instruments that the Company or its designee shall deem necessary in order to apply
for, obtain, maintain and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to
the Company or its designee and any successors, assigns and nominees the sole and exclusive rights, title and interest in and to
such inventions, and any copyrights, patents or other intellectual property rights relating thereto. The Executive further agrees
that the obligation to execute or cause to be executed, when it is in the Executive’s power to do so, any such instrument
or papers shall continue after the termination of this Agreement until the expiration of the last such intellectual property right
to expire in any country of the world. If the Company or its designee is unable because of the Executive’s mental or physical
incapacity or unavailability or for any other reason to secure the Executive’s signature to apply for or to pursue any application
for any United States or foreign patents, copyrights, or other registrations covering inventions or works of authorship assigned
or to be assigned to the Company or its designee as above, then the Executive hereby irrevocably designates and appoints the Company
and its duly authorized officers and agents as the Executive’s agent and attorney-in-fact, to act for and on the Executive’s
behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application
for, prosecution, issuance, maintenance or transfer of letters patent, copyright or other registrations thereon with the same legal
force and effect as if originally executed by the Executive. The Executive hereby waives and irrevocably quitclaims to the Company
or its designee any and all claims, of any nature whatsoever, that the Executive now or hereafter has for infringement of any and
all proprietary rights assigned to the Company or such designee.


 


ARTICLE VI


MISCELLANEOUS


 


6.01         Benefit
of Agreement and Assignment. This Agreement shall inure to the benefit of Company, its affiliates and their respective successors
and assigns (including, without limitation, the purchaser of all or substantially all of the assets of Company and/or any of its
affiliates) and shall be binding upon Company and its successors and assigns. This Agreement also shall inure to the benefit of
and be binding upon Executive and Executive’s heirs, administrators, executors and assigns. Executive may not assign or delegate
Executive’s duties under this Agreement, without the prior written consent of Company.


 


6.02         Notices.
All notices, requests, demands and other communications required or permitted hereunder shall be given in writing and shall be
deemed to have been duly given (i) on the date delivered if personally delivered, (ii) upon receipt by the receiving party of any
notice sent by registered or certified mail (first-class mail, postage pre-paid, return receipt requested), (iii) by email, or
(iv) on the date targeted for delivery if delivered by nationally recognized overnight courier or similar courier service, addressed in
the case of Company to:


 


	Motus GI Holdings, Inc.,	 	
        With a copy which, itself, shall
not 

        constitute notice, to: 

	1301 East Broward Blvd	 	Lowenstein Sandler LLP
	Fort Lauderdale, Florida 33301	 	One Lowenstein Drive
	 	 	Roseland, NJ 07068
	Attn: Chief Executive Officer	 	Attn: Steven M. Skolnick, Esq.


 


and in the case of Executive to:


 


	
        Andrew Taylor 

        816 Winter Road 

        Rydal, PA 19046 
	 


 






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Any Party may notify the other Party in
writing of the change in address by giving notice in the manner provided in this Section 6.02. Service of process in connection
with any suit, action or proceeding (whether arbitration or otherwise) may be served on each Party hereto anywhere in the world
by the same methods as are specified for the giving of notices under this Agreement.


 


6.03         Non-Disparagement.
During the Term and at all times thereafter, Executive agrees that Executive shall not knowingly disparage, criticize or otherwise
make any derogatory statements regarding Company or its past, present and future directors, officers, shareholders, employees,
or agents. Upon conclusion of the Term, the Company agrees to instruct the Board and its senior officers not to knowingly disparage,
criticize or otherwise make any derogatory statements concerning the Executive. Nothing herein shall preclude either Party from
making truthful statements that are reasonably necessary to comply with applicable law, regulation or legal process or to defend
or enforce a Party’s rights under this Agreement.


 


6.04         Indemnification.
The Company shall indemnify Executive to the maximum extent provided in the Company’s Bylaws and organizational documents,
as currently in effect. Executive shall be entitled to coverage under the directors and officers liability insurance on terms no
less favorable to him in any respect than the coverage then being provided to any other current or former director or officer of
the Company and which the Company shall maintain with minimum coverage of $1 million.


 


6.05         Arbitration.
With the exception of the Company’s right to seek injunctive relief in a court of competent jurisdiction to enforce Article
V, any dispute or controversy arising out of or relating to this Agreement or Executive’s performance thereunder shall be
exclusively settled by arbitration before a single arbitrator to be held in Florida in accordance with the rules then in effect
of the American Arbitration Association to the maximum extent permitted by applicable law. The decision of the arbitrator shall
be final, conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrator’s decision
in any court having jurisdiction. The Company and the Executive shall separately pay their own counsel fees and expenses. The arbitrator
shall apply the laws of the State of Florida with respect to interpretation, construction or enforcement of this Agreement without
giving effect to the principles of conflicts of law.


 






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6.06         Entire
Agreement. This Agreement, including the exhibits, contains the entire agreement of the Parties with respect to the terms and
conditions of Executive’s employment during the Term and activities following termination of this Agreement and Executive’s
employment with Company and supersedes any and all prior agreements and understandings, whether written or oral, between the Parties
with respect to the subject matter of this Agreement. This Agreement may not be changed or modified except by an instrument in
writing, signed by both the Company and the Executive.




 


6.07         Representation
and Warranties. Executive and Company each respectively represent and warrant to the other that (a) he/it has the legal capacity
to execute and perform this Agreement, (b) this Agreement is a valid and binding agreement enforceable against the Parties according
to its terms, and (c) the execution and performance of this Agreement by him/it does not violate or conflict with the terms of
any existing agreement or understanding to which Executive or Company is a party or by which Executive or Company may be bound.


 


6.08         No
Attachment. Except as required by law, no right to receive payments under this Agreement shall be subject to anticipation,
commutation, alienation, sale, assignment, encumbrance, charge, pledge, or hypothecation or to execution, attachment, levy, or
similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be
null, void and of no effect; provided, however, that nothing in this Section 6.08 shall preclude the assumption of
such rights by executors, administrators or other legal representatives of Company or Executive’s estate and their assigning
any rights hereunder to the person or persons entitled thereto.


 


6.09         Source
of Payment. All payments provided for under this Agreement shall be paid in cash from the general funds of Company. The Company
shall not be required to establish a special or separate fund or other segregation of assets to assure such payments, and, if Company
shall make any investments to aid it in meeting its obligations hereunder, Executive shall have no right, title or interest whatever
in or to any such investments except as may otherwise be expressly provided in a separate written instrument relating to such investments.
Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust
of any kind, or a fiduciary relationship, between Company and Executive or any other person. To the extent that any person acquires
a right to receive payments from Company hereunder, such right, without prejudice to rights which Executives may have, shall be
no greater than the right of an unsecured creditor of Company.


 


6.10         No
Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a continuing
waiver or as a consent to or waiver of any subsequent breach hereof.


 


6.11         Headings.
The Article and Section headings in this Agreement are for the convenience of reference only and do not constitute a part of this
Agreement and shall not be deemed to limit or affect any of the provisions hereof.


 


6.12         Validity.
The invalidity or enforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability
of any other provision or provisions of this Agreement, which shall remain in full force and effect.


 






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6.13         Executive
Withholdings and Deductions. All payments to Executive hereunder shall be subject to such withholding and other Executive deductions
as may be required by law.


 


6.14         Counterparts.
This Agreement may be executed in one more counterparts, each of which shall be deemed to be an original but all of which together
will constitute one and the same instrument.


 


6.15         Agreement
to Take Actions. Each Party shall execute and deliver such documents, certificates, agreements and other instruments, and shall
take all other actions, as may be reasonably necessary or desirable in order to perform his or its obligations under this Agreement.


 


6.16         Survival.
The terms of Section 4.02 and Articles V and VI of this Agreement shall survive the termination of this Agreement and Executive’s
employment hereunder.


 


6.17         Section
409A Compliance.


 


(A)       This
Agreement is intended to comply with the requirements of Section 409A of the Code (“Section 409A”) and regulations
promulgated thereunder. To the extent that any provision in this Agreement is ambiguous as to its compliance with Section 409A,
the provision shall be read in such a manner so that all payments due under this Agreement shall comply with Section 409A. For
purposes of section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Executive,
directly or indirectly, designate the calendar year of payment. Notwithstanding anything contained herein to the contrary, Executive
shall not be considered to have terminated employment with Company for purposes of Section 4.02 of this Agreement unless Executive
would be considered to have incurred a “termination of employment” from Company within the meaning of Treasury Regulation
§1.409A-1(h)(1)(ii).


 


(B)       All
reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including,
where applicable, the requirement that (i) any reimbursement is for expenses incurred during Executive’s lifetime (or during
a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar
year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible
expense will be made on or before the last day of the calendar year following the year in which the expense is incurred, and (iv)
the right to reimbursement is not subject to liquidation or exchange for another benefit.


 


(C)       Executive
acknowledges that, while the Parties endeavor to have this Agreement comply with the requirements of Section 409A, any tax liability
incurred by Executive under Section 409A is solely the responsibility of Executive.


 


6.18         Legal
Counsel. Executive represents that Company has previously recommended that Executive engage counsel to assist Executive in
reviewing this Agreement. Executive acknowledges that, prior to executing this Agreement, Executive has been given a reasonable
opportunity to review the Agreement and to consult with counsel as to its content and is entering into this Agreement freely and
voluntarily.


 


[Signatures appear on the following page]


 




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 IN WITNESS WHEREOF, Company and Executive have duly executed
this Agreement as of the date first written above.


 


	COMPANY:
	 	 
	Motus GI Holdings, Inc.
	 	 
	BY:	/s/ Timothy P. Moran
	Name:	Timothy P. Moran
	Title:	Chief Executive Officer
	 	 
	EXECUTIVE:
	 	 
	/s/ Andrew Taylor
	
        Andrew Taylor  




 





[Signature
Page to Andrew Taylor First Amended Employment Agreement]