Exhibit 10.11


 


[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is
not material and would likely cause competitive harm to the registrant if publicly disclosed.


 


SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This Second Amendment
to Loan and Security Agreement (this “Amendment”) is entered into as of August 7, 2020, by and between SIGNATURE BANK
(“Bank”) and 908 DEVICES INC., a Delaware corporation (“Borrower”).


 


RECITALS


 


Borrower and Bank are
parties to that certain Loan and Security Agreement dated as of August 29, 2019 (as may be amended from time to time, including,
without limitation, by that certain First Amendment to Loan and Security Agreement dated as of March 15, 2020, collectively, the
“Agreement”). The parties desire to amend the Agreement in accordance with the terms of this Amendment.


 


NOW, THEREFORE, the parties agree as follows:


 


1.            The following defined
terms in Section 1.1 of the Agreement hereby are added or amended and restated in their entirety, as appropriate, to read as follows:


 


“Liquidity
Ratio” is a ratio of (a) the sum of (i) unrestricted cash held by Borrower in accounts at Bank, plus (ii) an amount equal
to fifty percent (50%) of Borrower’s net trade accounts receivable, to (b) all Obligations owing from Borrower to Bank.


 


“Second Amendment Closing Date” is
August 7, 2020.


 


“Shippable
Backlog Revenue” means revenue (determined in accordance with GAAP) which has not yet been recognized but with respect
to which Borrower has received signed purchase orders for Borrower’s products scheduled for shipment to Borrower’s
customers not later than six (6) months from any such date of measurement.


 


2.            The following terms and their respective
definitions hereby are deleted in their entirety from Section 1.1 of the Agreement:


 


“New Proceeds Milestone”,
“Revenue Milestone”, “[***] Milestone”, and “Term Sheet Milestone”


 


3.            Section
6.8 of the Agreement hereby is amended and restated in its entirety to read as follows:


 


“6.8.
Financial Covenants. Borrower shall maintain at all times, subject to periodic reporting as of the last day of each month,
unless otherwise noted below:


 


(a)          Minimum Cash.
Maintain a balance of unrestricted cash at Bank in an aggregate amount not less than Three Million Dollars ($3,000,000).


 


(b)          Minimum Revenue
or Liquidity Ratio. Comply with one (1) of the following two (2) covenants:


 


(i)         Minimum
Revenue. The sum of (y) recognized revenue (determined in accordance with GAAP) plus, without duplication (z) Shippable Backlog
Revenue (but capped in an aggregate amount not to exceed twenty-five percent (25%) of all revenue for any such measuring period),
in each case, measured on a cumulative basis (starting on July 1, 2020) of not less than the following amounts for the corresponding
measuring period:


 


	Measuring Period Ending	 	Trailing Months	 	Minimum Revenue	 
	September 30, 2020	 	Three (3)	 		[***]	 
	December 31, 2020	 	Six (6)	 	 	[***]	 



 






     


     


    

 


[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is
not material and would likely cause competitive harm to the registrant if publicly disclosed.


 


Borrower and Bank
agree to, no later than March 15, 2021, enter into an amendment to this Agreement to set a cumulative quarterly revenue covenant
(determined in accordance with GAAP) which shall be targeted at [***]


 


(ii)        Minimum
Liquidity Ratio. A Liquidity Ratio of at least 1.0 to 1.0.”


 


4.           
No course of dealing on the part of Bank or its officers, nor any failure or delay in the exercise of any right by Bank, shall
operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any
such right. Bank’s failure at any time to require strict performance by Borrower of any provision shall not affect any right
of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a right must be in writing signed by
an officer of Bank.


 


5.           
Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Agreement,
as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified
and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment
shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement, as in effect
prior to the date hereof.


 


6.            Borrower
represents and warrants that the Representations and Warranties contained in the Agreement are true and correct in all material
respects as of the date of this Amendment, and that no Event of Default has occurred and is continuing.


 


7.            As a condition to the effectiveness of
this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following:


 


(a)         
this Amendment, duly executed by Borrower;


 


(b)         
all reasonable Bank Expenses incurred through the date of this Amendment, which may be debited from any of Borrower’s
accounts at Bank; and


 


(c)          such
other documents, and completion of such other matters, as Bank may have reasonably requested.


 


8.            This
Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one instrument.


 


[Balance of Page Intentionally Left Blank]


 






     


     


    

 


IN WITNESS WHEREOF, the undersigned have executed
this Amendment as of the first date above written.


 


	 	908 DEVICES INC.
	 	 
	 	By:	/s/ Joseph H. Griffith
    IV



 


	 	Name:	 Joseph H. Griffith IV



 


	 	Title: 	Treasurer and Chief Financial Officer




 


	 	SIGNATURE BANK
	 	 
	 	By:	/s/ Michael Fulton 



 


	 	Name:	Michael Fulton



 


	 	Title:	SVP




 


[Signature Page to Second Amendment to Loan and
Security Agreement]