Exhibit 10.4


 


DEBENTURE - FIXED CHARGE


 


UNLIMITED IN AMOUNT


 


BETWEEN


 


MOTUS GI MEDICAL TECHNOLOGIES LTD.


as Company


 


AND


 


KREOS CAPITAL VI (EXPERT FUND) LP


as Creditor


 


DATED 


July 16, 2021


 






     


     

    

 


DEBENTURE – FIXED CHARGE


 


THIS DEBENTURE – FIXED CHARGE is
dated July 16, 2021 between:


 


		1.	Motus GI Medical Technologies Ltd., a company organized under the laws of the State of Israel,
with registered number 514188135 whose registered office is at 22 Keren ha-Yesod Street, Tirat Carmel, Israel (the “Company”).



 


		2.	KREOS CAPITAL VI (EXPERT FUND) LP, a limited partnership incorporated in Jersey under registered
number 2770 whose registered office is at 47 Esplanade, St Helier, Jersey (the “Creditor”).



 


WHEREAS:


 


		(A)	The Creditor has agreed to lend certain sums to the Company pursuant to
that certain Agreement for the Provision of a Loan Facility of up to US$ 12,000,000, dated July 16, 2021 (the “Loan Agreement”)
by and among the (i) Creditor and (ii) the Company, Motus GI Holdings, Inc., the Company’s parent company (the “Parent”),
and Motus GI, LLC. the Parent’s subsidiary (the “US Subsidiary”; the Parent and
the US Subsidiary collectively referred to as the “Co-Borrowers”); and



 


		(B)	In order to secure the full and punctual payment and performance when due of the Secured Liabilities the
Company has agreed to (i) charge and pledge by way of first ranking fixed charge, various assets, except for the Permitted Security Interests
(as defined below), in favour of the Creditor in accordance with the terms hereof; and (ii) charge and pledge by way of first ranking
floating charge various assets, in favour of the Creditor in accordance with the terms of the Debenture – Floating Charge (as defined
below).



 


NOW THEREFORE, the parties agree as follows:


 


		1.	DEFINITIONS AND INTERPRETATION



 


		1.1	In this Debenture, the following terms shall have the following meanings:



 


	
    Business Day

     
	
    As defined in the Loan Agreement.

     

	Charged Assets	
    Those assets of the Company charged, pledged
    or assigned by way of charge to the Creditor pursuant to Section ‎3
    (Security).

     

	Debenture	
    This Debenture – First Ranking Fixed Charge.

     

	Debenture Floating Charge	
    Means the Debenture – First Ranking
    Floating Charge signed between the Company and the Creditor on July 16, 2021, in connection with the Loan Agreement, as may be amended
    from time to time.

    

	
     

    Indemnified Persons
	
     

    As defined in Section ‎12.

     




 


	Insurances	Means:
	 	(a)	all contracts and policies of insurance executed and/or
issued from time to time in relation to the Charged Assets.;
	 	(b)	all payments to the Company in relation to (a) above, and
	 	(c) 	all claims, rights and remedies of the Company arising from (a) and (b) above.



 


	Intellectual Property	
    As defined in Schedule 2 of this
    Debenture but expressly excluding Immaterial Intellectual Property.

     

	Creditor Floating Charge	
    Means the first ranking floating charge created
    under the Debenture – Floating Charge.

     




 






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    Loan Agreement

     
	As defined in the First Recital.
	Ordinary Course of Business	
    To the extent it relates to Intellectual Property,
    includes any license agreement, any distribution agreement, any OEM or similar agreement, any manufacturing agreement, any joint development
    agreement, or any joint venture agreement in the context of any of the above, provided, however, that an agreement that constitutes an
    effective transfer, or includes a potentially effective transfer, of a significant part of the Intellectual Property of the Company will
    not be regarded as in the Ordinary Course of Business. By way of example, an exclusive, perpetual, worldwide license for a core technology
    of the Company or an OEM agreement according to which a company was given an exclusive right to use a core technology for all potential
    applications of that technology would not be regarded as in the Ordinary Course of Business. Any escrow agreement entered into as part
    of a transaction which is in the Ordinary Course of Business will be regarded as part of the Ordinary Course of Business provided that,
    upon the release of the escrow, the beneficiary of the escrow is entitled to use the technology of the Company only as may be necessary
    to fulfil the Company’s undertakings under the main transaction.

     

	Permitted Security Interests 	As defined in the Loan Agreement.

                                                                                 

	Receiver	A receiver, trustee, administrator, administrative receiver, custodian, conservator, special manager or other similar official appointed by or on application of the Creditor, pursuant to the terms of this Debenture.

                                                                                 

	Secured Liabilities	As defined in Section ‎2.

                                                                                 

	Security Interest	Any mortgage, pledge, lien, hypothecation, assignment by way of security, security interest or other charge or encumbrance over, of or in the relevant property.


 


		1.2	Words and defined terms denoting the singular number include the plural and vice versa and the use of
any gender shall be applicable to all genders.



 


		1.3	The paragraph headings are for the sake of convenience only and shall not affect the interpretation of
this Debenture.



 


		1.4	The recitals, schedules, appendices, annexes and exhibits hereto form an integral part of this Debenture.



 


		1.5	Capitalized terms not defined herein shall have the meaning ascribed thereto in the Loan Agreement.



 


		2.	PURPOSE



 


		2.1	Secured Liabilities



 


The Security Interests
created by this Debenture are created to secure the full and punctual payment and performance of all the obligations of the Company and
the Co-Borrowers pursuant to the Loan Agreement, or to any amendment thereof with all expenses and other amounts due or to become due
from the Company and the Co-Borrowers under the terms of this Debenture including, without limitation, reasonable legal fees, fees and
out-of-pocket costs of any Receiver and any other reasonable, necessary and actual costs incurred in realizing the Security Interests
granted hereunder (all such amounts, the “Secured Liabilities”).


 






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		2.2	Prepayment



 


Except as expressly
set forth in the Loan Agreement: (i) the Company and the Co-Borrowers shall not be entitled to discharge any amount of the Secured Liabilities
prior to the agreed date for payment thereof; and (ii) neither the Company nor any third party having a right liable to be affected by
the charges hereby created or the realisation thereof shall have any right under Section 13(b) of the Pledges Law, 5727-1967 or any other
statutory provisions in substitution therefor.


 


		3.	SECURITY



 


		3.1	Creation of Fixed Charge



 


As security for the
full and punctual payment or performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Liabilities by
the Company and the Co-Borrowers, the Company hereby, absolutely and unconditionally, charges and pledges in favour of the Creditor by
way of first ranking fixed charge and pledge:


 


		(a)	the specific assets of the Company listed in Schedule 1 hereto; and



 


		(b)	all intellectual property rights of the Company detailed in Schedule 2 attached hereto, but expressly
excluding Immaterial Intellectual Property; with respect to intellectual property rights developed with funding from the IIA (as defined
below), the fixed charge shall be subject to the approval of the IIA;



 


		(c)	all funds received or owed to Company by its customers listed in Schedule 3, including any
such funds in and to each outstanding account including without limitations the accounts specified in Schedule 3 (the “Pledged
Accounts”).



 


		(d)	to the extent not included in the foregoing, all present and future rights to compensation, indemnity,
insurance proceeds, warranty or guaranty accruing to the Company by reason of the loss of, damage to or expropriation of, or any other
event or circumstance with respect to, such Charged Assets and all proceeds, products and benefits deriving from such Charged Assets (including,
without limitation, those received upon any collection, exchange, sale or other disposition of such Charged Assets and any property into
which such Charged Assets are converted, whether cash or non-cash) (Sections ‎3.1
‎(a), ‎(b) and ‎(c)
collectively, the “Charged Assets”).



 


It is hereby agreed
and acknowledged that the description of the Charged Assets, including without limitations, the assets listed in Sections ‎3.1‎(a)‎(d)
above, shall be amended and updated from time to time by the Company, in accordance with the provisions of the Loan Agreement.


 


The Company shall
have the right to receive and use all payments pursuant to the Pledged Accounts, subject to, and as specifically permitted under, the
terms and provisions of the Loan Agreement.


 


In addition, to the
extent required by applicable law to create and perfect a first ranking fixed charge over the Charged Assets specified in paragraph ‎3.1‎(d)
above, the Company also assigns such Charged Assets to the Creditor by way of first ranking fixed charge and pledge.


 


In particular, the
Company hereby assigns to and in favour of the Creditor by way of first ranking fixed charge and pledge (and each of the following shall
be deemed to be expressly included in paragraph ‎3.1‎(d)
above):


 


		(i)	all present and future rights, claims and remedies of the Company under and in respect of the Insurances
and any monies paid or payable pursuant thereto whether held in or for the benefit of any trust or other account relative thereto or otherwise;



 


		(ii)	all present and future rights, claims and remedies of the Company under and deriving from the Property
Tax and Compensation Fund Law, 5721-1961 as in force from or at any relevant time, and under any other applicable law arising in connection
with the Charged Assets;



 






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		(iii)	all present and future rights to compensation, indemnity, warranty or guaranty accruing to the Company
by reason of the loss of, damage to or expropriation of, or any other event or circumstance with respect to, the Charged Assets.



 


With respect to insurance
proceeds, so long as no Event of Default has occurred and is continuing, (i) the Company may commence, appear in, defend or prosecute
any claim or action, and may adjust, compromise, settle and collect all claims and awards; provided however, that no settlements shall
be made without the consent of Creditor which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) all proceeds
of insurance shall be made available to the Company to repair or restore the Charged Assets, as applicable.


 


Nothing in this Debenture
in any way limits the Company from entering into any transactions with regard to its Intellectual Property in the Ordinary Course of Business
and making any Permitted Transfers.


 


		3.2	First Ranking



 


The Company specifically
acknowledges that all of the Security Interests created by the Company under Section ‎3
(Security) of this Debenture shall rank in priority to any other Security Interests created by the Company subject to the Creditor Floating
Charge and the Permitted Security Interests.


 


		4.	PRESERVATION OF SECURITY



 


		4.1	Continuing Security



 


The Company declares
and agrees that:


 


		(a)	the Security Interests created by this Debenture shall remain in force as continuing security for the
payment and discharge of the Secured Liabilities and shall remain in force notwithstanding any settlement of account or any other act,
event or matter whatsoever, and, subject to Section ‎4.4, shall be
fully released and discharged upon the full and final payment of the Secured Liabilities and subject to Section ‎4.4.



 


		(b)	the Security Interests created and the powers conferred by this Debenture are in addition to, and are
not in any way prejudiced or affected by, any other agreement between the Company and the Creditor; and



 


		(c)	the Creditor will not be bound to enforce any other Security Interests before enforcing the Security Interests
created by this Debenture.



 


		4.2	Nature of Security Interests



 


All Security Interests
that have been or may be created in favour of the Creditor for payment and performance of the Secured Liabilities shall be independent
of one another.


 


For the avoidance
of doubt, it is hereby clarified that this Debenture is in addition to the Debenture - Floating Charge (and in no manner in lieu thereof
or replacement thereto), and each of this Debenture and the Debenture - Floating Charge shall independently serve as aforesaid to secure
the Secured Liabilities in their entirety. Without derogating from the generality of the foregoing or from any other right of the Creditor,
the Creditor shall have the right to act on this Debenture, on the Debenture - Floating Charge or on both, in each case in connection
with the Security Interest created by each (including, without limitation, with respect to any and all assets, properties and rights subject
to both this Debenture and the Debenture - Floating Charge); and no action or omission relating to any such Security Interest shall prevent
or estop the Creditor from invoking such other Security Interest, at the same time or subsequently.


 






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		4.3	Liability of the Company; Security Interest Absolute



 


		(a)	The Company is a principal debtor and the Charged Assets are a principal security for the Secured Liabilities
and, without prejudice to the foregoing, none of the rights of the Creditor, the Security Interests created hereunder or the liabilities
or obligations of the Company or any third party, shall be impaired or discharged by (without limitation):



 


		(i)	the Creditor releasing any of the Charged Assets or granting any time or any indulgence whatsoever to
or making any settlement, composition or arrangement with any third party;



 


		(ii)	the Creditor asserting or pursuing, failing or neglecting to assert or pursue, or delaying in asserting
or pursuing, or waiving, any of its rights or remedies against the Company or any third party arising under or by virtue of this Debenture
or otherwise;



 


		(iii)	the Creditor making any variation, amendment or supplement to this Debenture;



 


		(iv)	any agreement between the Creditor and the Company or any third party or any other document or instrument
from time to time entered into between the Company or any third party and the Creditor;



 


		(v)	any change in the time, manner, place of payment or any other term or condition of the Secured Liabilities,
or any other amendment or waiver of or under any agreement between the Creditor and the Company, the Charged Assets or any document related
thereto;



 


		(vi)	the non-perfection of any Security Interest or any release, waiver or amendment from any guaranty for
all or part of the Secured Liabilities;



 


		(vii)	the Creditor taking, accepting, varying, dealing with, enforcing, abstaining from enforcing, surrendering,
exchanging or releasing any Security Interest in relation to the Company or any third party in such manner as any of them thinks fit,
or claiming, proving for, accepting or transferring any payment in respect of the Secured Liabilities or the liabilities of any other
third party in any composition by, or winding up of, any such party and/or any third party, or abstaining from so claiming, proving, accepting
or transferring; or



 


		(viii)	to the fullest extent permitted by applicable law, any other circumstance that could otherwise constitute
a defence to or discharge of the Company or any third party, other than the payment and performance in full of the Secured Liabilities.



 


		(b)	Notwithstanding anything to the contrary contained in this Debenture, the Company will remain liable to
observe and perform all of the conditions and obligations under the Loan Agreement relating to or constituting the Secured Liabilities
or the Charged Assets and neither the Creditor nor any Receiver will be under any obligation or liability with respect to the Secured
Liabilities or the Charged Assets by reason of or arising out of this Debenture. Neither the Creditor nor any Receiver will be required
in any manner to perform or fulfil any of the obligations of the Company in respect of the Secured Liabilities or the Charged Assets,
or to make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it, or to present or file any
claim or take any action or to collect any amount or enforce any right or remedy hereunder.



 






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		(c)	The exercise by the Creditor of any of the rights or remedies hereunder shall not release the Company
from any of its liabilities or obligations under any agreement between the Creditor and the Company; for the avoidance of doubt, the application
of the Charged Assets to satisfy part of the Secured Liabilities shall not release the Company from its obligation to pay and perform
the Secured Liabilities in full.



 


		4.4	Avoidance of Payments



 


To the extent that
the Company and/or subsidiaries of the Company or any third party on behalf of the Company makes a payment or payments to the Creditor,
or the Creditor enforces any Security Interest or exercises any right of set-off and such payment or payments or the proceeds of such
enforcement or set-off or any part thereof are subsequently avoided or set aside, declared to be fraudulent or preferential or required
to be repaid or refunded or reduced by virtue of any applicable law relating to bankruptcy, insolvency, administration, receivership,
liquidation or similar proceedings, the Secured Liabilities or any part thereof originally intended to be satisfied, and this Debenture
and all Security Interests, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or
payments had not been made or such enforcement or set-off had not occurred.


 


		5.	REPRESENTATIONS AND WARRANTIES



 


The Company hereby
represents and warrants as follows as of the date hereof:


 


		5.1	The Company is duly incorporated and validly existing under the laws of the State of Israel, with power
and authority to own assets and to carry on its business as now being conducted.



 


		5.2	It is duly and validly registered with the Israeli Registrar of Companies, with company number 514188135.



 


		5.3	It has the power to enter into and perform, and has taken all necessary action to authorise the entry
into, performance and delivery of, this Debenture and the transactions contemplated hereby.



 


		5.4	All corporate actions on the part of the Company, its directors, and its shareholders necessary for the
authorisation, execution and delivery of the Debenture and the performance of all of its obligations hereunder have been taken.



 


		5.5	This Debenture constitutes its legal, valid and binding obligation enforceable in accordance with its
terms, subject to mandatory bankruptcy, insolvency, fraudulent conveyance and reorganisation laws.



 


		5.6	All material authorisations required in connection with the entry into, performance, validity and enforceability
of this Debenture and the transactions contemplated hereby have been obtained or effected and are (and with respect to registration, shall
be) in full force and effect and no steps have been taken to revoke or cancel any authorisation obtained or effected. The Company undertakes
to file the Security Interests created hereby with the Israeli Companies Registrar and with the Israeli Patent Office (with respect to
patents registered in Israel) within 21 days as provided under Israeli law.



 


		5.7	The Security Interests created hereby constitute a legal, valid and binding, first ranking fixed charge
over the Charged Assets (subject to the Permitted Security Interest), enforceable in accordance with the terms hereof. This Debenture
confers the Security Interests it purports to confer over all of the Charged Assets and those Security Interests:



 






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		(a)	are not subject to any senior, pari passu, junior or subordinated Security Interests (other than the Permitted
Security Interests); and



 


		(b)	are not liable to avoidance, due to (i) bankruptcy, winding-up, creditors’ arrangement or any other similar
insolvency proceedings for the reorganisation of the affairs of the Company or (ii) any other similar act or circumstance of the Company
on the date of execution of this Debenture.



 


		5.8	The Company has good and marketable title to the Charged Assets, free and clear of any Security Interests,
except for the Creditor Floating Charge and the Permitted Security Interests. With the exception of the above and to the best of the Company’s
knowledge, the Charged Assets are not affected by any restriction or condition relating to the transfer of ownership therein or to the
mortgage, pledge or charge thereof, either at law or under any agreement whatsoever.



 


		5.9	The Charged Assets that are tangible assets are in all material respects in good and substantial repair
and condition ordinary wear and tear excepted.



 


		6.	UNDERTAKINGS



 


The Company hereby
undertakes as follows:


 


		6.1	It shall not sell, convey, transfer, grant or lease or otherwise dispose of (or agree to do any of the
foregoing at any future time) (“Dispose”) any Charged Asset, except for the Permitted Transfers.



 


		6.2	It shall not create or permit to subsist any Security Interest on (or agree to do any of the foregoing
at any future time) any of the Charged Assets (whether ranking in priority or parity to the Security Interests created hereby), except
for the Permitted Security Interests.



 


		6.3	It shall defend the Charged Assets or cause the Charged Assets to be defended against, and shall take,
at its expense, any action necessary to remove any Security Interest over the Charged Assets (other than the Permitted Security Interests),
and shall defend the right, title and interest of the Creditor in and to any Charged Asset against the claims and demands of all other
persons.



 


		6.4	It shall keep the Charged Assets in good working order and condition (normal wear and tear excepted).
The Company shall repair any damage or defect which may occur to the Charged Assets, in whole or in part, as the result of use or for
any other reason whatsoever (normal wear and tear excepted). Without derogating from its obligations hereunder, the Company shall notify
the Creditor immediately of any material damage or defect to the Charged Assets or any part thereof.



 


		6.5	It shall observe and perform, in all material respects, all covenants and obligations of the Company in
connection with each Pledged Accounts, and any of the related agreements to which the Company is a party or by which it is bound;



 


		6.6	It will not knowingly take any action which is likely to prejudice or damage the Charged Assets or the
enforceability of the Security Interests created hereunder.



 


		6.7	It shall deposit with the Creditor all certificates and other documents of title or evidence of ownership
in the Charged Assets and all ancillary documents relating to or affecting the Charged Assets as the Creditor may reasonably specify from
time to time.



 


		6.8	It will allow the Creditor or the Creditor’s representatives at all reasonable times, upon the provision
of reasonable notice, to inspect the condition of the Charged Assets wherever the same may be.



 






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The Company shall
keep the Charged Assets insured at all times and shall comply with the terms of such insurance policies.


 


		6.9	The Company shall, forthwith upon the Creditor’s first demand, furnish the Creditor with any licence,
confirmation, certificate, receipt or other document which, in the reasonable opinion of the Creditor, is required or necessary for purpose
of proof of compliance by the Company with its obligations under this Section ‎6.



 


		6.10	Without derogating from the rights of the Creditor, the Company shall notify the Creditor of any default
under this Debenture (and the steps, if any, being taken to remedy it) promptly upon it becoming aware of the occurrence thereof. In particular,
the Company shall:



 


		(a)	notify the Creditor immediately of the occurrence of any seizure, requisition, expropriation or forfeiture
of the Charged Assets or any part thereof;



 


		(b)	notify the Creditor immediately of the imposition of any attachment or the issue of any execution proceedings
or of any application for the appointment of a receiver, trustee, administrator, administrative receiver, custodian, conservator, special
manager or other similar official (whether interim or permanent) over or with respect to the Charged Assets or any part thereof and shall
immediately notify the authorities which levied such attachment or issued such execution proceedings or received the application for the
appointment of such receiver, trustee, administrator, administrative receiver, custodian, conservator, special manager or other similar
official and any third party who initiated or applied for such action, of this Debenture in favour of the Creditor, and forthwith to take,
at the expense of the Company, all steps necessary for the discharge of such attachment, execution proceedings or appointment, as the
case may be.



 


		6.11	The Company shall, forthwith following the execution of this Debenture, register the Security Interests
created by this Debenture with the Israeli Registrar of Companies, and with the Israeli Patent Office (with respect to Intellectual Property
registered in Israel), and take any other necessary registry and file such registration within 21 days from the date hereof and shall
deliver to the Creditor original certificates of registration of such Security Interests.



 


		6.12	The Company shall, forthwith following the execution of this Debenture, deliver to the Creditor, Notices
of Assignment in the form of Schedule 4 and Schedule 6, duly executed by the Company or on its behalf and
addressed, in the case of notices in the form of Schedule 4, to each of the insurers liable on the Insurances and, in the
case of the notice in the form of Schedule 6, to the relevant governmental agency, and shall use all reasonable endeavours
to ensure that the said insurers and governmental agency execute an acknowledgement of receipt of every such Notice of Assignment in the
form of Schedule 5 and Schedule 7 respectively.



 


		6.13	For the avoidance of doubt, and notwithstanding anything to the contrary herein, it is hereby clarified
that with respect to any and all of the assets, properties and rights of the Company which are, or which may in the future be, subject
to the charge and pledge under the Debenture – Floating Charge, the Company is and shall be subject to the terms, conditions, limitations
and restrictions contained in the Debenture – Floating Charge in addition to those contained herein.



 


		7.	RIGHTS OF THE CREDITOR



 


		7.1	Creditor’s Right to Perform



 


Without derogating
from the rights of the Creditor to realize the Security Interests granted hereunder, if the Company for any reason whatsoever fails to
duly and punctually observe or perform or comply with any of its obligations under this Debenture, including under Section ‎6,
the Creditor shall, after giving five (5) Business Days written notice to the Company, have the power, on behalf of or in the name of
the Company or otherwise, to perform the obligations and to take any steps which the Creditor may, in its absolute discretion, consider
appropriate with a view to remedying, or mitigating the consequences of the failure, but without in any way becoming liable therefor and
provided that the exercise of this power, or the failure to exercise it, shall in no circumstances prejudice the Creditor’s rights hereunder.


 






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		7.2	Set-Off



 


The Creditor may
set off any sum, in the Contractual Currency, as the case may be, due or owing to the Company from the Creditor in any account, manner
or circumstance whatsoever, against the Secured Liabilities, in whole or in part. In no event and under no circumstances may the Company
set off any sum that may be due or owing to the Company from the Creditor in any account, manner or circumstance whatsoever, against the
Secured Liabilities, in whole or in part.


 


		8.	DEFAULT AND ENFORCEMENT



 


		8.1	Events of Default



 


The occurrence of
any of the following events shall constitute an Event of Default:


 


		(a)	any event of default which constitutes an Event of Default as defined in the Loan Agreement and/or the
other Security Documents;



 


		(b)	intentionally omitted;



 


		(c)	the Company breaches or fails to comply with any provision of this Debenture or any other agreement between
the Creditor and the Company;



 


		(d)	any Event of Default under the Debenture – Floating Charge.



 


		8.2	Creditor’s Powers



 


		(a)	Upon and at any time after the occurrence of an Event of Default, the Creditor shall be entitled to declare
any or all of the Secured Liabilities immediately due and payable.



 


		(b)	Upon and at any time after the occurrence of an Event of Default the Creditor shall also be entitled to
take all such steps as it sees fit to collect the Secured Liabilities from the Company and, in addition thereto, without prejudice to
any and all of its other rights, to realise the Charged Assets, whether by the application for the appointment of a Receiver or whether
by any other method the Creditor shall see fit, subject to applicable law.



 


		(c)	The Creditor shall be entitled, in any proceedings concerning the bankruptcy, liquidation, winding up
or receivership (or similar proceedings) of the Company, to:



 


		(i)	demand, claim, collect and enforce and prove the Secured Liabilities and give acquittance thereunder;



 


		(ii)	file any claims and proofs, give receipts and take all such proceedings and do all such things as the
Creditor sees fit to recover the Secured Liabilities; and



 


		(iii)	receive all distributions on and payments with respect to the Secured Liabilities.



 


		(d)	Upon and at any time after the occurrence of an Event of Default the Creditor shall have all powers that
it may, in its full discretion, determine to be desirable or necessary to preserve the Charged Assets and the Security Interests created
hereby and to take all such reasonable steps for such purpose at the Company’s expense subject to applicable law.



 






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		8.3	Receiver



 


		(a)	The Receiver shall have all powers conferred by applicable law, including, without limitation, the power:



 


		(i)	to receive into his hands the Charged Assets and to take possession thereof;



 


		(ii)	to require the Company to deliver or otherwise make available such of the Charged Assets as the Receiver
may demand, and without the consent of the Company, enter into any premises of the Company or any place where the Charged Assets are located
and take possession of any of the Charged Assets;



 


		(iii)	to manage the Company’s business or participate in the management thereof as he may see fit;



 


		(iv)	to sell or agree to the sale of the Charged Assets, in whole or in part, or to transfer the same in any
other manner upon such conditions as he may see fit and to Dispose any of the Charged Assets (and such power shall include (to the extent
necessary) a non-exclusive license of the Company to use any Intellectual Property required in order to use and operate any of the Charged
Assets and in particular the Company’s inventory);



 


		(v)	to exercise any right charged or pledged hereunder in the same manner in which the Company was entitled
to exercise such right in accordance with the terms of Section 20 of the Pledges Law, 5727-1967;



 


		(vi)	to employ accountants, lawyers, architects, surveyors, engineers, quantity surveyors, contractors, builders,
workmen and others and to purchase or hire materials, tools, equipment or supplies;



 


		(vii)	to call up any of the Company’s uncalled share capital;



 


		(viii)	to do any other act or thing which the Receiver considers to be incidental or conducive to the exercise
of any other right exercisable by him; and



 


		(ix)	to make any other arrangement with respect to the Charged Assets or any part thereof as he may see fit;



 


		(b)	Should the payment date of the Secured Liabilities or any part thereof not yet have fallen due at the
time of the sale of the Charged Assets, or the Secured Liabilities be due to the Creditor or Receiver on a contingent basis only, then
the Creditor or Receiver shall be entitled to recover out of the proceeds of the sale an amount sufficient to cover the Secured Liabilities
(or such part thereof) and the amount so recovered and yet to be appropriated to the discharge of the amounts due shall be charged to
the Creditor or Receiver as security for, and be held by the Creditor or Receiver until the discharge in full of, the Secured Liabilities.



 


		(c)	The Receiver will be the agent of the Company and the Company alone shall be responsible for the acts
and omissions of the Receiver and for the Receiver’s remuneration. In no event shall the Creditor be responsible for the acts and omissions
of the Receiver or for the Receiver’s remuneration.



 






    11 


     

    

 


		9.	DISTRIBUTION OF PROCEEDS



 


All moneys and other
assets arising from the exercise of the powers of the Receiver or the Creditor or otherwise received by the Creditor or the Receiver from
the realisation of any Charged Asset shall be applied as follows:


 


		(a)	in payment of the reasonable out-of-pocket expenses incurred as a result of such realisation (including
the appointment and remuneration of the Receiver);



 


		(b)	in payment of all other reasonable out-of-pocket expenses, accrued interest and default interest (if any),
linkage differentials and any other amounts due and payable by the Company to the Creditor under the Loan Agreement and which have not
been paid; and



 


		(c)	in payment of all principal sums due and payable by the Company to the Creditor and which have not been
paid.



 


		10.	FURTHER ACTION



 


The Company further
covenants with the Creditor from time to time upon reasonable demand to execute, at the Company’s own cost and within reasonable time,
any document or do any act or thing which:


 


		(a)	in the reasonable determination of the Creditor is necessary to create, perfect, register or give effect
to any pledge, charge,



assignment or Security
Interest created or intended to be created by this Debenture;


 


		(b)	in the reasonable determination of the Creditor is necessary to preserve or protect any of the rights
of the Creditor; or



 


		(c)	the Creditor or the Receiver may reasonably specify with a view to facilitating the exercise, or the proposed
exercise, of any of their powers or the protection, management or realisation of the Charged Assets upon the occurrence and during the
continuance of an Event of Default.



 


failing which the Creditor may, and
the Company hereby appoints the Creditor as its attorney-in-fact to, execute, at the Company’s reasonable expense, any such document or
do any such act or thing, in the name and on behalf of the Company.


 


		11.	PROTECTION OF CREDITOR AND RECEIVER



 


		(a)	Other than with respect to fraud, wilful misconduct and gross negligence, or any action in breach of this
Debenture, neither the Creditor nor the Receiver, nor any of their respective agents, managers, officers, directors, employees, delegates,
and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense which arises out of the exercise or the attempted
or purported exercise or the failure to exercise any of their respective rights, powers and discretions under this Debenture.



 


		(b)	Neither the Creditor nor any Receiver, nor any of their respective agents, managers, officers, directors,
employees, delegates, and advisers shall be under any duty to exercise any of their respective rights, powers and discretions under this
Debenture.



 


		(c)	To the extent permitted by applicable law, the Company hereby waives any requirements, except as otherwise
required by this Debenture, with respect to notice, form or the terms of the exercise by the Creditor, the Receiver, or any of their respective
agents, managers, officers, directors, employees, delegates, and advisers of their respective rights, powers and discretions under this
Debenture.



 






    12 


     

    

 


		12.	INDEMNITY



 


		12.1	The Company shall forthwith on demand indemnify each of the Creditor and the Receiver (as well as any
subsidiaries or affiliates of the Creditor or the Receiver) and their respective officers, directors, agents, managers, servants and employees
(the “Indemnified Persons”) against any loss, expense or liability incurred as a consequence of (except to the extent
that any of the following arise as a result of the Indemnified Persons’ fraud, wilful misconduct and gross negligence):



 


		(a)	anything done or purported to be done by or on behalf of the Creditor or the Receiver under this Debenture
or any other document as a result of any failure by the Company to comply with its obligations hereunder;



 


		(b)	any payment in respect of the Secured Liabilities (whether made by the Company or a third person) being
impaired or declared void for any reason whatsoever;



 


		(c)	the exercise, or attempted or purported exercise, or the consideration of the exercise, by or on behalf
of the Creditor or the Receiver of any of the rights or powers of the Creditor or of the Receiver or any other action taken by or on behalf
of the Creditor or the Receiver with a view to or in connection with the recovery by the Creditor or Receiver of the Secured Liabilities
from the Company or any other person; or



 


		(d)	the carrying out of any other lawful act or matter which the Creditor or the Receiver or any other person
on behalf of either of them may reasonably consider to be necessary for the preservation of the Charged Assets.



 


		12.2	Intentionally Omitted.



 


		13.	COSTS AND EXPENSES



 


		13.1	The Company shall pay all filing fees payable in respect of this Debenture.



 


		13.2	All the actual fees, reasonable out-of-pocket costs and expenses incurred by the Creditor or any Receiver
in connection with the enforcement of this Debenture and realization of the Charged Assets shall be paid by the Company to the Creditor
or any Receiver, as applicable, upon first demand and shall form part of the Secured Liabilities.



 


		14.	ASSIGNMENT



 


		14.1	This Debenture shall be binding upon and inure to the benefit of each party hereto and its permitted successors
and assigns.



 


		14.2	The Company may not assign or transfer all or any part of its rights and/or obligations under this Debenture.



 


		14.3	The Creditor and all those claiming under it shall be entitled, at all times, to assign this Debenture
together with the Loan Agreement to any third party.



 


		15.	MISCELLANEOUS



 


		15.1	Communications



 


All notices or other
communications hereunder shall be in writing and shall be given in person, by registered mail (registered international air mail if mailed
internationally), by an overnight courier service which obtains a receipt to evidence delivery, by email (provided that no notification
of failure was received) or by facsimile transmission (provided that written confirmation of receipt is provided) with a copy, addressed
as set forth below:


 






    13 


     

    

 


	If to the Company:	
    Motus GI Medical Technologies Ltd.

    22 Keren ha-Yesod Street, Tirat Carmel, Israel
    Attn: Andrew Taylor

    E-mail: andrew@motusgi.com

     

    With a copy (which shall constitute a notice)
    to:

    Lowenstein Sandler LLP

    One Lowenstein Drive

    Roseland, New Jersey 07068

    Attn: Steven Skolnick

    Email: sskolnick@lowenstein.com

     

	If to the Creditor:	
    Kreos Capital VI (Expert Fund) LP

    47 Esplanade,
    St. Helier, Jersey

    Fax: +44 1534
    889 884

    Attn: Raoul Stein

     

    With a copy (which shall not constitute a notice)
    to:

    Kadouch & Co, Law Offices

    11 Ha’Sadna’ot Street

    P.O.B. 12695 Herzliya 4673300, Israel

    Fax: +972 9 952 5454

    Email: Emmanuel@kadouchlaw.com

    Attn: Emmanuel Kadouch, Adv.



 


or such other address
as any party may designate to the other in accordance with the aforesaid procedure. All communications delivered in person or by courier
service shall be deemed to have been given upon delivery, those given by email shall be deemed given on the business day following transmission,
those given by facsimile transmission shall be deemed given on the business day following transmission with confirmed answer back, and
all notices and other communications sent by registered mail (or air mail if the posting is international) shall be deemed given ten (10)
days after posting.


 


		15.2	Delays or Omissions; Waiver



 


The rights of the
Creditor may be waived only in writing and specifically; the conduct of the Creditor shall not be deemed a waiver of any of its rights
pursuant to this Debenture and/or as a waiver or consent on its part as to any breach or failure to meet any of the terms of this Debenture
or as an amendment hereto. A waiver by the Creditor in respect of a breach by the Company of its obligations shall not be construed as
a justification or excuse for a further breach of its obligations.


 


No delay or omission
to exercise any right, power, or remedy accruing to the Creditor upon any breach or default by the Company shall impair any such right
or remedy nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein or in any similar breach
or default thereafter occurring.


 


The rights of the
Creditor hereunder may be exercised as often as necessary and are cumulative and not exclusive of its rights under applicable law.


 


		15.3	Amendments



 


Any term of this
Debenture may be amended or modified only by a written document signed by the Company and the Creditor.


 


		15.4	Realization of IIA Intellectual Property



 


It is hereby agreed
that:


 






    14 


     

    

 


		15.4.1	the Creditor acknowledges and understands that the Company is subject to the provisions of the Law for
the Encouragement of Research and Development and Technological Innovation in Industry Law 5744-1984 - as amended from time to time and/or
such other law as will be legislated in lieu thereof, including the regulations, directives, procedures and rules that have been or will
be promulgated thereunder and/or by virtue thereof, including without limitation, Benefit Track Number 1 of the Israeli National Authority
for Technological Innovation (the “IIA”),  and other regulations, directives, guidelines, rules, as issued from
time to time, by the IIA and the IIA Committee (collectively, the “IIA Regulations”) and the Creditor is aware of the
Company’s obligation to comply with the IIA Regulations, including, but not limited to, the payment of royalties with respect to
the financing amount which the Company received from the IIA and the prohibition on transferring any of the Company’s knowhow (including
by way of manufacturing or rights to manufacture) outside of Israel);



 


		15.4.2	in light of the above, and as required by the IIA Regulations, notwithstanding anything to contrary herein,
in the Loan Agreement, this Debenture or the Debenture Floating Charge dated as of the date hereof by and between Creditor and the Company
(“Debenture Floating Charge”), with respect to the IIA Funded Know-How (as such term is defined below), the coming
into effect of both this Debenture and the Debenture Floating Charge is subject and conditioned upon the receipt of the approval of the
IIA (the “IIA Approval”);



 


		15.4.3	the Creditor shall sign any customary IIA documentation that may be required or desired with respect to
the this Debenture Floating Charge and the Creditor Floating Charge; and
	 	 	 



		15.4.4	it is further clarified that the documents which will be filed with the Israeli Companies Registrar and
with the Israeli Patent Office (with respect to patents registered in Israel) with respect to this Debenture and the Debenture Floating
Charge shall include the condition set forth in Subsection 15.4.2 above regarding the IIA Approval.



 


As used herein, the term “IIA Funded Know-How”
shall mean all of the Company’s know-how resulting from research and development according to an IIA-approved plan, not being the
product developed within the framework of such approved plan, and any right deriving therefrom.


 


		15.5	Entire Agreement



 


This Debenture together
with the Debenture Floating Charge, and the Loan Agreement, all as may be amended and/or supplemented from time to time, contain the entire
understanding of the parties with respect to their subject matter and all prior negotiations, discussions, agreements, commitments and
understandings between them with respect thereto not expressly contained herein shall be null and void in their entirety, effective immediately
with no further action required.


 


		15.6	Severability



 


If a provision of
this Debenture is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the validity or enforceability
in that jurisdiction of any other provision hereof or the validity or enforceability in other jurisdictions of that or any other provision
hereof.


 


Where provisions
of any applicable law resulting in such illegality, invalidity or unenforceability may be waived, they are hereby waived by each party
to the full extent permitted so that this Debenture shall be deemed valid and binding agreements, in each case enforceable in accordance
with its terms.


 






    15 


     

    

 


		15.7	Counterparts, Facsimile Signatures



 


This Debenture may
be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy
of the Debenture. A signed Debenture received by a party hereto via facsimile, email (or scanned and sent by other electronic means) will
be deemed an original, and binding upon the party who signed it.


 


		15.8	Governing Law and Venue



 


This Debenture shall
be governed by and construed in accordance with the laws of the State of New York, without giving effect to the principles thereof relating
to conflict of laws. The Company and the Creditor, each irrevocably submits to the jurisdiction of the courts of the State of New York
located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action,
dispute proceeding or judgment relating to or arising out of this Debenture. Notwithstanding the aforementioned, the enforcement of this
Debenture in the State of Israel shall be subject to the applicable mandatory provisions of the laws of the State of Israel.


 


		15.9	Further Actions



 


Each of the parties
hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect
to the provisions of this Debenture and the intentions of the parties as reflected thereby.


 


		15.10	No Third-Party Beneficiaries



 


Nothing in this Debenture
shall create or confer upon any person or entity, other than the parties hereto or their respective successors and permitted assigns,
any rights, remedies, obligations or liabilities, except as expressly provided herein.


 


		15.11	Value Added Tax (“VAT”)



 


To the extent that
any amount payable under this Debenture is subject to VAT by law, the party paying such amount shall pay the VAT against receipt of a
duly issued VAT invoice.


 


		15.12	Translation of This Debenture.



 


To the extent required,
this Debenture may be translated into Hebrew for the sole purpose of the registration and filing of this Debenture with the Israeli Registrar
of Companies and/or any other relevant Israeli official registration. Notwithstanding the aforesaid, the executed English version of this
Debenture shall prevail and supersede for all purposes and for all respects, in the event of any discrepancy or inconsistency between
the English version and the translation.


 


[Rest of page intentionally left blank]


 






    16 


     


    

 


[Signature Page of Debenture– Fixed Charge]


 


IN WITNESS WHEREOF this Debenture has been executed
by the Parties, on the day and year first above written.


 





	/s/ Andrew Taylor	 	/s/ Raoul Stein
	MOTUS GI MEDICAL TECHNOLOGIES LTD.	 	
    KREOS CAPITAL VI (EXPERT FUND) LP

    

	 	 	 
	
    By:    Andrew Taylor

    Title: Authorized Officer

    
	 	
    By:    Raoul Stein

    Title: General Partner



 






    17 


     


    

 


SCHEDULE 1


 


List of Equipment


 






    18 


     


    

 


SCHEDULE 2


Intellectual Property







 






    19 


     


    

 


SCHEDULE 3


Pledged Accounts


 


A. List of Customers


 


B. List of Accounts Receivables


 






    20 


     


    

 


Schedule 4


Form of Notice of Assignment


 


To: [Insurer] 


 


Date: [        ]


Dear Sirs,


 


We hereby give you notice (the “Notice”)
that we have assigned by way of security (the “Assignment”) all of our right, title and interest in and to [insurance
policy no. ______and the proceeds thereof] (the “Relevant Documents”) to Kreos Capital VI (Expert Fund) LP (the “Creditor”),
pursuant to a Debenture entered into by us in favour of the Creditor dated the date hereof, in relation to the Equipment as set out in
the attached Appendix.


 


Notwithstanding the Assignment, we remain liable
to perform all our obligations under the Relevant Documents, if any, and the Creditor will have no liability in respect of those obligations.


 


We hereby irrevocably instruct and authorise you
to:


 


		(i)	make all payments under or arising from the Relevant Documents to the following account with the Creditor
(or such other account as the Creditor may notify you in writing):



 


Name:


Number:


Branch:


 


		(ii)	disclose to the Creditor without any reference to or further authority from us and without any enquiry
by you as to the justification for such disclosure, such information relating to the Relevant Documents as the Creditor may at any time
and from time to time request, to the extent we were entitled to request such information pursuant to the terms of the Relevant Documents;



 


		(iii)	comply with the terms of any written notice or instructions in any way relating to, or purporting to relate
to, the Assignment, the sums payable to us from time to time in respect of the Relevant Document or the debts represented thereby which
you receive at any time from the Creditor in respect of the Relevant Document without any reference to or further authority from us and
without any enquiry by you as to the justification for or validity of such notice or instruction, to the extent we were entitled to issue
such instruction or notice pursuant to the terms of the Relevant Document; and



 


		(iv)	send copies of all certificates, notices, documents and other information supplied to us in relation to
the Relevant Document to the Creditor.



 


Please also note that these instructions are not
to be revoked or amended without the prior written consent of the Creditor.


 


This letter shall be governed by and construed
in accordance with Israeli law.


 


	Yours faithfully,	 
	Motus GI Medical Technologies Ltd.	 
		 



  






    21 


     


    

 


SCHEDULE 5


 


Acknowledgement of assignment of Insurances


 


To: (1) Kreos Capital VI (Expert Fund)
LP


 


    (2) Motus GI Medical Technologies
Ltd.


 


[Date]


 


Dear Sirs,


 


We acknowledge receipt of the attached notice
of assignment (the “Notice”) and we irrevocably and unconditionally consent to the assignment set out in it and we undertake
to be bound by its terms.


 


We confirm that we have not received notice of
any other assignment of the Relevant Document. This Acknowledgement will be governed by and construed in accordance with Israeli law.


 


	 	
	 	For and on behalf of
	 	 



 






    22 


     


    

 


SCHEDULE 6


 


Notice of assignment of Compensation Proceeds


 


To: [                ]


 


[Date]


 


Re: The equipment set out in the attached schedule
(the “Equipment”)


 


We hereby give you notice (the “Notice”)
that we have assigned by way of security (the “Assignment”) to Kreos Capital VI (Expert Fund) LP (the “Creditor”),
all of our right, title and interest, present and future, to all amounts that are payable under the Property Tax and Compensation Fund
Law, 5721-1961, and under any other applicable law, arising in connection with the Equipment (“Compensation Proceeds”).


 


Please acknowledge that you have received this
Notice by signing and returning to each of the Creditor and ourselves a copy of the attached Acknowledgement.


 


This Notice will be governed by and construed
in accordance with Israeli law.


 





		 
	For and on behalf of	 
	Motus GI Medical Technologies Ltd.	 


 






    23 


     


    

 


Schedule 7


 


Acknowledgement of assignment of Compensation
Proceeds


 


Re: The equipment set out in the attached schedule
(the “Equipment”)


 


To:


 


(1) Kreos Capital VI (Expert Fund) LP


 


(2) Motus GI Medical Technologies Ltd.


 


[Date]


 


Dear Sirs,


 


We acknowledge receipt of the attached notice
of assignment (the “Notice”) and we irrevocably and unconditionally consent to the assignment set out in it and we undertake
to be bound by its terms.


 


We confirm that we have not received notice of
any other assignment of the Compensation Proceeds.


 


This Acknowledgement will be governed by and construed
in accordance with Israeli law.


 





	 	
	 	For and on behalf of
	 	[                  ]


 


 


24