Exhibit 10.31


 


Stock
Purchase Agreement


 


THIS STOCK
PURCHASE AGREEMENT (the “Agreement”) is made and entered on December 20, 2019 by and among, Orchestra BioMed, Inc.,
a Delaware corporation (“Purchaser”), Orchestra Medical Ventures, LLC (“Seller”) and Accelerated
Technologies, Inc., a Delaware corporation (the “Company”).


 


WHEREAS, Seller
owns all of the shares of the common stock of the Company at $0.01 par value (the “Shares”), and Purchaser desires
to purchase the Shares, subject to the terms and subject to the conditions hereinafter set forth;


 


WHEREAS, prior
to the Transaction, the Company was the owner of 2,974 shares of Series A Preferred Stock, par value $0.0001 per share, of Purchaser,
which such shares were, immediately prior to the Transaction, distributed to Seller; and


 


WHEREAS, prior
to the Transaction, the Company was the owner of 272,000 shares of Series B Redeemable Convertible Preference Shares of EUR € 0.001
each of Vivasure Medical Limited, an Ireland limited company, which such shares were, immediately prior to the Transaction, distributed
to Paul Teirstein, an individual.


 


NOW, THEREFORE,
in consideration of the foregoing, and the representations, warranties, covenants and conditions set forth in this Agreement, the parties
hereto, intending to be legally bound, hereby agree as follows:


 


1.
Purchase and Sale. Subject to the terms and conditions hereinafter set forth, Seller hereby agrees to sell and the Purchaser agrees
to purchase from Seller the Shares in exchange for the consideration set forth in Section 2 of this Agreement (the “Transaction”).
Following the closing, Seller shall sell, convey, transfer, and, if applicable, deliver to the Purchaser certificates representing the
Shares which shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either
case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto
at the expense of the Company. 


 


2.
Consideration. 


 


		(a)	Series A Preferred Stock
of Purchaser. As total consideration for the purchase and sale of the Shares, Purchaser shall issue to the Seller 11,639 shares of
Series A Preferred Stock, par value $0.0001 per share, of Purchaser, valued at $15.00 per share (such shares, the “Purchaser
Shares”).



 


		(b)	Calculation of Number
of Purchaser Shares. The value of the Shares to be purchased by the Purchaser, and the number of Purchaser Shares payable to Seller
pursuant to Section 2(a) above, is based on the average closing price per share of the common stock of Motus GI Holdings, Inc.
(“Motus”), which such shares are listed on the NASDAQ Capital Market and 51,498
of which such shares are owned by the Company, which such average closing price per share, based on the fifteen (15) days prior to and
the fifteen (15) days after the pricing of Motus’ underwritten registered public offering of 6,666,667 shares of its common stock
at a price to the public of $3.00 per share, announced on June 26, 2019, was equal to $3.39.



 






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3.
Representations and Warranties of Sellers. The Seller hereby warrants and represents:


 


		(a)	Organization and Standing.
The Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware
and has the power and authority to carry on its business as it is now being conducted.



 


		(b)	Authority. The Seller
has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the Seller and (assuming due authorization, execution and
delivery by the Seller) this Agreement constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller
in accordance with its terms.



 


		(c)	Nonaffiliated Status.
Seller acknowledges that Seller may be an “affiliate” of the Company as that term is defined in paragraph (a)(1) of Rule
144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”).



 


		(d)	Beneficial Ownership;
Private Transaction. Seller acquired the Shares and Seller has beneficially owned the Shares continuously since that time until the
date hereof. The Shares were originally acquired by Seller in a private transaction separate from any public offering, and Seller did
not purchase such Shares with a view to distribution in violation of the Securities Act.



 


		(e)	No Additional Offers;
No Solicitation. Seller has made no offers to sell the Shares to any party other than the Purchaser. Seller has not offered or sold
the Shares by any form of general solicitation or advertising.



 


		(f)	Title. Seller has
good title to, and is the sole record owner of, the Shares, free of any and all liens, pledges, encumbrances, security interests, restrictions
on transfer and rights of Seller and of any third parties (any of the foregoing individually a “Lien”
and collectively “Liens”), other than in each case (i) restrictions on transfer
and other restrictions under applicable state and federal securities laws and (ii) Liens imposed upon the Company. The Shares to be sold
by Seller hereunder constitute all Shares of the Company legally or beneficially owned or held by Seller or its affiliates, and upon
consummation of the Closing, neither Seller nor its affiliates shall have any other rights by contract, option or otherwise to acquire
any equity securities of the Company.



 


		(g)	Restrictions on Stock.
The Seller has the sole voting power and sole power of disposition with respect to all of the Shares with no limitations, qualifications
or restrictions on such rights and powers. The Shares will be transferred to Purchaser pursuant to this Agreement free and clear of any
liens, security interests, claims, mortgages, deeds of trust, preemptive rights, leases, charges, options, rights of first refusal, easements,
proxies, voting trusts or agreements, transfer restrictions, pledges, assessments, covenants, burdens and other encumbrances of every
kind, including restrictions on voting or use. The Seller is not subject to any agreements, arrangements, options, warrants, calls, rights,
commitments or other restrictions relating to the sale, transfer, purchase, redemption or voting of the Shares.



 






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4.
Representations and Warranties of the Company. 


 


		(a)	Organization and Standing.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the
corporate power and authority to carry on its business as it is now being conducted.



 


		(b)	Authority. The Company
has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and
delivery by the Company) this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company
in accordance with its terms.



 


		(c)	Share Issuance. All
of the Shares have been duly authorized, are validly issued and are non-assessable.



 


5. Representations
and Warranties of Purchaser. 


 


		(a)	Organization and Standing.
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the
corporate power and authority to carry on its business as it is now being conducted.



 


		(b)	Authority. Purchaser
has all requisite power and authority to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and (assuming due authorization, execution and
delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in
accordance with its terms.



 


6. Further
Assurances. Following the closing, each of the parties hereto shall execute and deliver such additional documents, instruments, conveyances
and assurances, and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the
transactions contemplated by this Agreement.


 


7.
General Provisions.


 


		(a)	Entire Agreement.
This Agreement (including any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all
prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.



 






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		(b)	Sections and Other Headings.
The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.



 


		(c)	Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.



 


		(d)	Amendment; Waiver.
This Agreement may be amended, modified or waived only by the written agreement of Purchaser and the Seller. No failure or delay of any
party to exercise any right or remedy given to such party under this Agreement or otherwise available to such party or to insist upon
strict compliance by any other party with its obligations hereunder, no single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, and no custom or practice of the parties in variance with the
terms hereof, shall constitute a waiver of any party’s right to demand exact compliance with the terms hereof. Any written waiver
shall be limited to those items specifically waived therein and shall not be deemed to waive any future breaches or violations or other
non-specified breaches or violations unless, and to the extent, expressly set forth therein.



 


		(e)	Notices. All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the
earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic mail
or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s
next business day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage
prepaid, or (iv) one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
next business day delivery, with written verification of receipt. Such communications must be sent to the addresses set forth next to
such party’s signature to this Agreement.



 


		(f)	Counterparts. This
Agreement may be executed in any number of counterparts, all of which will be one and the same agreement. This Agreement will become
effective when each party to this Agreement will have received counterparts signed by all of the other parties. Facsimile copies of signed
signature pages will be deemed binding originals.



 


		(g)	Governing Law. This
Agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of the State
of Delaware.



 


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IN WITNESS
WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.


 


	 	THE COMPANY:
	 	 
	 	Accelerated Technologies, Inc.
	 	 
	 	/s/ David Hochman
	 	By:	 David Hochman
	 	Its:	Sole Director


 


	 	Address: 	150 Union Square Drive,
	 	 	New Hope, PA 18938


 


	 	PURCHASER:
	 	 
	 	Orchestra BioMed, Inc.
	 	 
	 	/s/ David Hochman
	 	By:	David Hochman
	 	Its:	Chief Executive Officer


 


	 	Address: 	150 Union Square Drive,
	 	 	New Hope, PA 18938



 


	 	SELLER:
	 	 
	 	Orchestra Medical Ventures, LLC
	 	 
	 	/s/ David Hochman
	 	By:	David Hochman
	 	Its:	Managing Partner


 


	 	Address: 	150 Union Square Drive,
	 	 	New Hope, PA 18938


 


 


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