Exhibit 10.16


 


FIFTH Amendment


 


to


 


SECOND
AMENDED AND RESTATED Loan and security agreement


 


This Fifth Amendment to
Second Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of January 31,
2020, by and between Silicon Valley Bank (“Bank”) and Sensus Healthcare, Inc. (f/k/a Sensus Healthcare, LLC), a Delaware
corporation (“Borrower”), whose address is 851 Broken Sound Parkway NW, Suite 215, Boca Raton, FL 33487.


 


Recitals


 


A. Bank and Borrower
have entered into that certain Second Amended and Restated Loan and Security Agreement dated as of September 21, 2016 (as the same
has been and may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).


 


B. Bank has extended
credit to Borrower for the purposes permitted in the Loan Agreement.


 


C. Borrower has
requested that Bank amend the Loan Agreement to extend the maturity date and make certain other revisions to the Loan Agreement
as more fully set forth herein.


 


D. Bank has agreed
to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions
and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy
of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:


 


1.
Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in
the Loan Agreement.


 


2.
Amendment to Loan Agreement.


 


2.1 Section 13 (Definitions).
The following term and its definition set forth in Section 13.1 are amended in their entirety and replaced with the following:


 


“Revolving
Line Maturity Date” means April 28, 2020.


 



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3.
Limitation of Amendment.


 


3.1 The amendment
set forth in Section 2, above, is effective for the purposes set forth herein and shall be limited precisely as written and
shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan
Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection
with any Loan Document.


 


3.2 This Amendment
shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties,
covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall
remain in full force and effect.


 


4.
Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants
to Bank as follows:


 


4.1 Immediately after
giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate
and complete in all material respects as of the date hereof (except to the extent such representations and warranties relate to
an earlier date, in which case they are true and correct as of such date), and (b) no Event of Default has occurred and is
continuing;


 


4.2 Borrower has the
power and authority to execute and deliver this Amendment and to perform its obligations under the Loan Agreement, as amended by
this Amendment;


 


4.3 The organizational
documents of Borrower most recently delivered to Bank remain true, accurate and complete and have not been amended, supplemented
or restated and are and continue to be in full force and effect;


 


4.4 The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, have been duly authorized;


 


4.5 The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not and will not contravene (a) any law or regulation binding on or affecting Borrower, (b) any
contractual restriction with a Person binding on Borrower, (c) any order, judgment or decree of any court or other governmental
or public body or authority, or subdivision thereof, binding on Borrower, or (d) the organizational documents of Borrower;


 


4.6 The execution
and delivery by Borrower of this Amendment and the performance by Borrower of its obligations under the Loan Agreement, as amended
by this Amendment, do not require any order, consent, approval, license, authorization or validation of, or filing, recording or
registration with, or exemption by any governmental or public body or authority, or subdivision thereof, binding on Borrower, except
as already has been obtained or made; and


 


4.7This Amendment
has been duly executed and delivered by Borrower and is the binding obligation of Borrower, enforceable against Borrower in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium
or other similar laws of general application and equitable principles relating to or affecting creditors’ rights.


 




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5.
Ratification of Perfection Certificate. Borrower hereby ratifies, confirms and reaffirms, all and singular, the
terms and disclosures contained in a certain Perfection Certificate dated on or about September 14, 2016, and acknowledges, confirms
and agrees that the disclosures and information Borrower provided to Bank in such Perfection Certificate have not changed, as of
the date hereof.


 


6.
Integration. This Amendment and the Loan Documents represent the entire agreement about this subject matter and
supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations
between the parties about the subject matter of this Amendment and the Loan Documents merge into this Amendment and the Loan Documents.


 


7.
Counterparts. This Amendment may be executed in any number of counterparts and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.


 


8.
Effectiveness. This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this
Amendment by each party hereto, (b) Borrower’s payment of an amendment fee in an amount equal to Four Thousand One Hundred
Twenty-Five Dollars ($4,125), and (c) payment of Bank’s legal fees and expenses in connection with the negotiation and
preparation of this Amendment.


 


[Signature page follows.]


 




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In
Witness Whereof, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first
written above.


  


	BANK	 	BORROWER
	 	 	 
	Silicon Valley Bank	 	Sensus Healthcare, Inc.
	 	 	 
	By:	 /s/ Scott McCarty	 	By: 	/s/ Javier Rampolla
	Name: Scott McCarty	 	Name: Javier Rampolla
	Title: Director	 	Title: CFO



 


 


 


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