Exhibit 10.5


 


LOAN
AND SECURITY AGREEMENT


 


This LOAN
AND SECURITY AGREEMENT (this “Agreement”) dated as of February 19, 2017 (the “Effective Date”)
is between (a) SILICON VALLEY BANK, a California corporation (“Bank”), and (b) (i) BEAMR IMAGING LTD,
a company organized under the laws of Israel, with its principal place of business at 23 Menachem Begin Road, Tel-Aviv, Israel (“ISR
Borrower”), and (ii) BEAMR, INC., a Delaware corporation (“US Borrower”), with its principal place
of business at 974 Commercial Street, Suite 200, Palo Alto, CA 94303 (US Borrower and ISR Borrower are hereinafter jointly and severally,
individually and collectively, referred to as “Borrower”), and provides the terms on which Bank shall lend to Borrower,
and Borrower shall repay Bank. The parties agree as follows:


 


 1. ACCOUNTING AND OTHER TERMS




 


Accounting terms
not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP; provided
that if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document,
and either Borrower or Bank shall so request, Borrower and Bank shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP; provided, further, that, until so amended, (a) such ratio or
requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower shall provide Bank financial
statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoing, all
financial calculations (whether for pricing covenants, or otherwise) shall be made with regard to Borrower only and not on a consolidated
basis. The term “financial statements” includes the notes and schedules. Capitalized terms not otherwise defined in this Agreement
shall have the meanings set forth in Section 13 of this Agreement. All other terms contained in this Agreement, unless otherwise indicated,
shall have the meanings provided by the Code to the extent such terms are defined therein, and by any other applicable law.


 


 2. LOAN AND TERMS OF PAYMENT




 


2.1 Promise
to Pay. Subject to the terms and conditions set forth in this Agreement, Borrower hereby unconditionally promises to pay Bank the
outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon as and when due in accordance with this
Agreement.


 


 2.2 Term Loans.




 


(a) Availability.
Subject to the terms and conditions of this Agreement, upon Borrower’s request, during the Draw Period, Bank shall make up to six
(6) term loan advances available to Borrower in the aggregate amount of up to the Term Loan Amount (each a “Term Loan Advance”
and collectively, the “Term Loan Advances”). Each Term Loan Advance must be in an amount equal to at least Five Hundred
Thousand Dollars ($500,000). After repayment of a Term Loan Advance, no Term Loan Advance (or any portion thereof) may be reborrowed.


 


(b) Interest
Period. With respect to each Term Loan Advance, commencing on the Payment Date of the first month following the month in which the
Funding Date of such Term Loan Advance occurs and continuing on the Payment Date of each month thereafter, Borrower shall make monthly
payments of interest, in arrears, on the principal amount of such Term Loan Advance at the rate set forth in Section 2.3(a).


 


(c) Repayment.
With respect to each Term Loan Advance, commencing on the Amortization Date and continuing on the Payment Date of each month thereafter,
Borrower shall repay the applicable Term Loan Advance in (i) thirty six (36) equal monthly installments of principal, plus (ii) monthly
payments of accrued interest at the rate set forth in Section 2.3(a). All outstanding principal and accrued and unpaid interest under
the Term Loan Advances, and all other outstanding Obligations with respect to the Term Loan Advances (if any), are due and payable in
full on the Term Loan Maturity Date.


 







    


     


    

 


(d) Permitted
Prepayment. Borrower shall have the option to prepay all but not less than all, of each of the Term Loan Advances, provided that Borrower
(i) delivers a written notice to Bank of its election to prepay such Term Loan Advance(s) at least ten (10) Business Days prior to such
prepayment, and (ii) pays, on the date of such prepayment (A) the outstanding principal plus accrued and unpaid interest with respect
to the applicable Term Loan Advance(s), (B) the Prepayment Premium, if applicable, and (C) all other sums, if any, that shall have become
due and payable with respect to the prepaid Term Loan Advance, including interest at the Default Rate with respect to any past due amounts.
Notwithstanding the foregoing, Bank agrees to waive the Prepayment Premium if the prepayment is performed in connection with (i) the refinance
and re-documentation of this Agreement under another division of Bank (to be made at Bank’s sole and exclusive discretion), and (ii) an
Acquisition, in each case, prior to the Maturity Date.


 


(e) Mandatory
Prepayment Upon an Acceleration. If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance
of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued
and unpaid interest with respect to the Term Loan Advances, (ii) the Prepayment Premium, if applicable, and (iii) all other sums, if any,
that shall have become due and payable with respect to the Term Loan Advances, including interest at the Default Rate with respect to
any past due amounts.


 


(f) Payments;
Application of Payments. All payments (including prepayments) to be made by Borrower under any Loan Document in respect of the Term
Loan Advances shall be made in immediately available funds in Dollars, without setoff or counterclaim, before 3:00 p.m. Eastern Time on
the date when due. Payments of principal and/or interest received after 3:00 p.m. Eastern Time are considered received at the opening
of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment shall be due the next Business
Day, and additional fees or interest, as applicable, shall continue to accrue until paid. Borrower shall have no right to specify the
order or the accounts to which Bank shall allocate or apply any payments required to be made by Borrower to Bank or otherwise received
by Bank under this Agreement in connection with the Term Loan Advances when any such allocation or application is not specified elsewhere
in this Agreement.


 


(g) Early
Termination. This Agreement may be terminated prior to the Term Loan Maturity Date as follows: (i) by Borrower, effective ten (10)
Business Days after written notice of termination is given to Bank; or (ii) by Bank at any time after the occurrence of an Event of Default,
upon written notice, effective immediately.


 


(h) Maturity.
This Agreement shall terminate and all Obligations outstanding hereunder (specifically excluding Bank Services) shall be immediately due
and payable in full on the Term Loan Maturity Date or earlier termination of this Agreement (without derogating from any other provisions
set forth hereunder).


 


 2.3 Payment of Interest on the Term Loan Advances.




 


(a) Interest
Rate. Subject to Section 2.3(b), the principal amount outstanding under each Term Loan Advance shall accrue interest at a floating
per annum rate equal to the Prime Rate plus three and a one half of one percent (3.50%), which interest shall be payable monthly in accordance
with Section 2.3(d) below.


 


(b) Default
Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations with respect to the Term Loan
Advances shall bear interest at a rate per annum which is five percentage points (5.00%) above the rate that is otherwise applicable thereto
(the “Default Rate”). Fees and expenses which are required to be paid by Borrower pursuant to the Loan Documents (including,
without limitation, Bank Expenses) but are not paid when due shall bear interest until paid at a rate equal to the highest rate applicable
to the Obligations. Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative
to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of
Bank.


 


(c)
Computation; 360-Day Year. In computing interest with respect to each Term Loan Advance, the date of the making of such Term Loan
Advance shall be included and the date of payment shall be excluded; provided, however, that if a Term Loan Advance is
repaid on the same day on which it is made, such day shall be included in computing interest on such Term Loan Advance. Interest with
respect to the Term Loan Advances shall be computed on the basis of a 360-day year for the actual number of days elapsed.


 


(d) Interest
Payment Date. Unless otherwise provided, interest with respect to the Term Loan Advances is payable monthly on the Payment Date.


 






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2.4 Facility
Fee. A fully earned, non-refundable facility fee of Twenty Two Thousand and Five Hundred Dollars ($22,500) is due upon the Effective
Date (the “Facility Fee”).


 


2.5 Bank
Expenses. Borrower shall pay all Bank Expenses (including reasonable attorneys’ fees and expenses for the documentation and
negotiation of this Agreement) incurred through and after the Effective Date, when due.


 


2.6 Good
Faith Deposit. Borrower has paid to Bank a deposit of Thirty Thousand Dollars ($30,000) (the “Good Faith Deposit”)
to initiate Bank’s due diligence review process. Any portion of the Good Faith Deposit not utilized to pay Bank Expenses will be
applied to the Facility Fee.


 


2.7 Deductions.
Bank may deduct, without duplication, fees, Bank Expenses, the Facility Fee, principal and interest payments or any other amounts Borrower
owes Bank when due pursuant to Section 2.2 of this Agreement, and other amounts due pursuant to this Agreement from any Credit Extension
made.


 


2.8 Debit
of Accounts. Bank may debit any of Borrower’s deposit accounts for principal and interest payments or any amounts Borrower owes
Bank hereunder, when due. Bank shall notify Borrower as promptly as reasonably practicable following any such debit, other than debits
on account of payments of principal or interest or Facility Fees. These debits shall not constitute a set-off.


 


 2.9 Net Payments and Withholding.




 


(a) All
payments by ISR Borrower shall be made subject to applicable withholding taxes under the Israeli Income Tax Ordinance and the rules and
regulations promulgated thereunder, provided, however, that if Bank provides ISR Borrower with a valid certificate
of exemption from tax withholding or a determination applying a reduced withholding tax rate or any other instructions regarding the payment
of withholding issued by the Israel Tax Authority, prior to the first payment under this Agreement (and thereafter upon such certificate’s
reissuance), then the withholding (if any) of any amounts from the payments to be made by ISR Borrower to Bank shall be made only in accordance
with the provisions of such certificate.


 


(b) In
the event that tax was withheld by Borrower, Borrower will furnish Bank with proof reasonably satisfactory to Bank indicating that the
applicable Borrower has made all such withholding tax payments and will cooperate with Bank in connection with any information and documentation
reasonably required by Bank in connection with credits, exemptions, rebates, or other benefits to be obtained by Bank in connection with
such withholding payments made by Borrower, which credits, exemptions, rebates, or other benefits shall be property of Bank, without payment
to Borrower or application to any Obligations hereunder.


 


(c) Bank
declares that it is a bank regulated under US federal law and accordingly classified as a “Financial Institution” as such
term is defined in the Israeli Value Added Tax Law 5736-1975 and any regulations and rules promulgated thereunder.


 


(c) The agreements
and obligations of Borrower contained in this Section 2.9 shall survive the termination of this Agreement.


 


 3. CONDITIONS OF LOANS




 


3.1
Conditions Precedent to the Initial Term Loan Advance. Bank’s obligation to make the initial Term Loan Advance is subject to
the condition precedent that Bank shall have received, in form and substance satisfactory to Bank, such documents, and completion of
such other matters, as Bank may reasonably deem necessary or appropriate, including, without limitation:


 


 (a) duly executed original signatures to the Loan Documents;




 






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(b) duly
executed original signatures to the Warrant, together with a capitalization table and copies of ISR Borrower’s equity documents;


 


(c) duly
executed original signatures of Borrower to the ISR Debentures and their translation to Hebrew and duly executed original notices to the
Israeli Registrar of Companies for the registration of the ISR Debentures;


 


(d) duly
executed original signatures of Borrower to the IP Agreement, completed exhibits thereto and copies of intellectual property search results
in connection therewith;


 


(e) US
Borrower’s Operating Documents and a long form good standing certificate of US Borrower certified by the Secretary of State of the
State of Delaware as of a date no earlier than thirty (30) days prior to the Effective Date;


 


(f) a
certificate of the secretary of US Borrower with respect to US Borrower’s Operating Documents, incumbency, specimen signatures and
resolutions authorizing the execution and delivery of this Agreement and the other Loan Documents to which it is a party;


 


(g) an
officer certificate of ISR Borrower with respect to ISR Borrower’s articles, incumbency and resolutions authorizing the execution
and delivery of this Agreement and the other Loan Documents to which it is a party;


 


 (h) the completed and executed Borrowing Resolutions for each Borrower;




 


(i) certified
copies, dated as of a recent date, of financing statement and other lien filing searches and Israel Companies Registrar searches, as Bank
shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing
statements or other filings, either constitute Permitted Liens or have been or, in connection with the initial Credit Extension, will
be terminated or released, in each case with respect to each Borrower;


 


(j) the
Perfection Certificate(s) of each Borrower, together with the duly executed signatures thereto;


 


 (k) a legal opinion of each of ISR Borrower’s in form and substance acceptable to Bank




 


 (l) a copy of Borrower’s Amended Investors’ Rights Agreement;




 


(m) evidence
satisfactory to Bank that the insurance policies required by Section 6.4 of this Agreement are in full force and effect, together with
appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank and cancellation notice
to Bank (including certificates on Acord 25 and Acord 28 forms and endorsements to the policies reflecting the same), with respect to
each Borrower;


 


(n) evidence
satisfactory to Bank that all filings required to have been made pursuant to the ISR Debentures and the other Loan Documents have been
made to secure a first-ranking Lien in favor of the Bank on the Collateral, and all other actions required to have been taken by Borrower
or any other party (if any) prior to the initial Credit Extension shall have been taken and all consents and other authorizations shall
have been obtained prior to the initial Credit Extension, all in accordance with the terms of the ISR Debentures and the other Loan Documents
and that a first-ranking Liens have been registered in favor of the Bank pursuant to the ISR Debentures;


 


(o) Amendment
of pledge no. 1 in ISR Borrower’s records with the Registrar of Companies such that such lien shall be limited to an amount of NIS74,000.








 






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 (p) payment of the fees and Bank Expenses then due as specified in this Agreement; and




 


(q) Certificates
of Good Standing/Foreign Qualification (California and others, as applicable) for US Borrower.


 


3.2 Conditions
Precedent to all Term Loan Advances. Bank’s agreement to make each Term Loan Advance, including the initial Term Loan Advance,
is also subject to the following:


 


 (a) Timely receipt of an executed Payment/Advance Form;




 


(b) Each
of the representations and warranties in this Agreement, the IP Agreements and the ISR Debentures shall be true, accurate, and complete,
in all material respects, on the date of the Payment/Advance Form and on the Funding Date of each Term Loan Advance, provided, however,
that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by
materiality in the text thereof. Each Term Loan Advance is Borrower’s representation and warranty on that date that the representations
and warranties in this Agreement, the IP Agreements and the ISR Debentures remain true, accurate, and complete, in all material respects,
provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that are already
qualified or modified by materiality in the text thereof; and


 


(c) No
Event of Default shall have occurred and be continuing, or result from the Term Loan Advance.


 


3.3 Covenant
to Deliver. Borrower agrees to deliver to Bank each item required to be delivered to Bank under this Agreement as a condition precedent
to any Term Loan Advance. Borrower expressly agrees that a Term Loan Advance made prior to the receipt by Bank of any such item shall
not constitute a waiver by Bank of Borrower’s obligation to deliver such item, and the making of any Term Loan Advance in the absence
of a required item shall be in Bank’s sole discretion.


 


3.4 Suspension
of Credit Extensions. Borrower’s ability to request that Bank make Credit Extensions hereunder will terminate if, in Bank’s
good faith business discretion, there has been a material adverse change in the general affairs, management, results of operation, condition
(financial or otherwise) or the prospect of repayment of the Obligations, or there has been any material adverse deviation by Borrower
from the most recent business plan of Borrower presented to and accepted by Bank prior to the Effective Date.


 


3.5 Borrowing
Procedure. Subject to the prior satisfaction of all other applicable conditions to the making of Term Loan Advances set forth in this
Agreement, to obtain a Term Loan Advance, Borrower shall notify Bank (which notice shall be irrevocable) by electronic mail, facsimile,
or telephone by 12:00 p.m. Eastern time at least three (3) Business Days prior to the requested Funding Date of such Term Loan Advance.
Together with any such electronic or facsimile notification, Borrower shall deliver to Bank by electronic mail or facsimile a completed
Payment/Advance Form executed by a Responsible Officer or his or her designee. Bank may rely on any telephone notice given by a person
whom Bank believes is a Responsible Officer or designee. Bank shall credit the Term Loan Advances to a deposit account of Borrower maintained
with Bank. Bank may make any Term Loan Advance under this Agreement based on instructions from a Responsible Officer or his or her designee
or without instructions if such Term Loan Advance is necessary to meet Obligations which have become due. Borrower shall indemnify Bank
for any loss Bank suffers due to such reliance.


 


 4. CREATION OF SECURITY INTEREST




 


4.1
Grant of Security Interest. Borrower hereby grants Bank, to secure the payment and performance in full of all of the
Obligations, a continuing security interest in, and pledges to Bank, the Collateral, wherever located, whether now owned or
hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security
interest granted herein shall be and shall at all times continue to be a first priority perfected security interest in the
Collateral subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder. If Borrower shall at any
time acquire a commercial tort claim, Borrower shall promptly notify Bank in a writing signed by Borrower of the general details
thereof and grant to Bank in such writing a security interest therein and in the proceeds thereof, all upon the terms of this
Agreement, with such writing to be in form and substance satisfactory to Bank.


 






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Borrower acknowledges
that it may have previously entered, and/or may in the future enter, into Bank Services Agreements with Bank. Regardless of the terms
of any Bank Services Agreement, Borrower agrees that any amounts Borrower owes Bank thereunder shall be deemed to be Obligations hereunder
and that it is the intent of Borrower and Bank to have all such Obligations secured by the first priority perfected security interest
in the Collateral granted herein and by the ISR Debentures and any and all other security agreements, mortgages or other collateral granted
to Bank by Borrower as security for the Obligations, now or in the future. If this Agreement is terminated, Bank’s Lien in the Collateral
shall continue until the Obligations (other than inchoate indemnity obligations) are satisfied in full, and at such time, Bank shall,
at Borrower’s sole cost and expense, (i) terminate its security interest in the Collateral and all rights therein shall revert to
Borrower, and (ii) at Borrower’s request, execute and deliver any further reasonable documentation required in connection with the
prompt release of Bank’s Lien in the Collateral and all rights therein shall revert to Borrower. Notwithstanding anything to the
contrary herein, in the event (a) all Obligations (other than inchoate indemnity obligations), except for Bank Services, are satisfied
in full, and (b) this Agreement is terminated, Bank shall terminate the Lien and all security interests granted herein and under the ISR
Debentures upon Borrower providing cash collateral acceptable to Bank in its good faith business judgment for Bank Services, if any. In
the event such Bank Services consist of outstanding Letters of Credit, Borrower shall provide to Bank cash collateral in an amount equal
to one hundred five percent (105.0%) for Letters of Credit denominated in Dollars and one hundred ten percent (110.0%) for Letters of
Credit denominated in a currency other than Dollars, in each case of the Dollar Equivalent of the face amount of all such Letters of Credit
plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment),
to secure all of the Obligations relating to such Letters of Credit.


 


4.2 ISR
Debentures. ISR Borrower undertakes to create, in favor of Bank, a first ranking floating charge over all of the present and future
assets of ISR Borrower whether now existing or hereafter created (including without limitation, Intellectual Property), and a first ranking
fixed charge over its registered and unissued share capital, its reputation and goodwill, Intellectual Property, equipment and other fixed
assets and any tax benefit it may have, in accordance with a debentures of floating charge and fixed charge in the forms of Debenture
attached as Exhibit D and Exhibit D-1 respectively (as may be amended, modified or restated from time to time
in accordance with its terms, jointly, the “ISR Debentures” and each, an “ISR Debenture”). In addition,
Borrower undertakes to create within twenty (20) days of the end of each calendar year, and more often if requested at the sole and absolute
discretion of Bank, a first ranking fixed charge over (i) each Account which is outstanding at such time, (ii) ISR Borrower’s rights,
whether then existing or thereafter created, to receive funds from its customers, (iii) ISR Borrower’s Intellectual Property, and
(iv) ISR Borrower’s Equipment, all in accordance with a debenture of fixed charge in the form of the Debenture attached hereto as
Exhibit D-1 (or in the form of an amendment to the existing ISR Debenture to be mutually agreed upon; each such new and/or
amended debenture shall also be included in the definition of the term “ISR Debenture” herein). The initial exhibits
A and B to be attached to the fixed charge Debenture is attached hereto as Exhibit D-2 and Exhibit D-3, respectively.


 


4.3 Security
Documents. In addition to and without limiting the foregoing, all Obligations shall also be secured by (a) any and all properties,
rights and assets of Borrower granted by Borrower to Bank now, or in the future, in which Borrower obtains an interest, or the power to
transfer rights in, including, without limitation, the Collateral as set forth and defined herein, the Charged Property as set forth in
the ISR Debentures, and (b) any and all security agreements, mortgages or other collateral agreements granted by Borrower to Bank, now
or in the future. Borrower warrants and represents that the charges of the ISR Debentures, upon the filing thereof, shall be first priority
fixed and/or floating charges in the Collateral, as provided therein, subject only to Permitted Liens which are expressly permitted by
the terms of this Agreement to have priority.


 


4.4 Authorization
to File Financing Statements. Borrower hereby authorizes Bank to file financing statements, without notice to Borrower, with all appropriate
jurisdictions to perfect or protect Bank’s interest or rights hereunder, including a notice that any disposition of the Collateral,
by either Borrower or any other Person, shall be deemed to violate the rights of Bank. Any such financing statements may indicate the
Collateral as “all assets of the Debtor” or words of similar effect, or as being of an equal or lesser scope, or with greater
detail, all in Bank’s discretion. Bank shall provide copies to Borrower of any such filings, including all financing statements
to be filed, upon Borrower’s reasonable request.








 






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 5. REPRESENTATIONS AND WARRANTIES




 


Borrower represents and warrants as follows:


 


5.1 Due
Organization and Authorization. Borrower and each of its Subsidiaries are duly organized and validly existing and, with respect to
ISR Borrower, not in a status of a ‘breaching company’, and with respect to US Borrower, in good standing as Registered Organizations
in their respective jurisdictions of formation, and are qualified and licensed to do business and are in good standing in any other jurisdiction
in which the conduct of their respective business or ownership of property requires that they be qualified except where the failure to
do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement,
each Borrower.


 


5.2 has
delivered to Bank a completed certificate signed by such Borrower, entitled Perfection Certificate (collectively, the
“Perfection Certificate”). Borrower represents and warrants to Bank that (a) Borrower’s exact legal name is
that indicated on the Perfection Certificate and on the signature page hereof; (b) Borrower is an organization of the type and is
organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth
Borrower’s organizational identification number or accurately states that Borrower has none; (d) the Perfection Certificate
accurately sets forth Borrower’s place of business, or, if more than one, its chief executive office as well as
Borrower’s mailing address (if different than its chief executive office); (e) Borrower (and each of its predecessors) has
not, in the past five (5) years, changed its jurisdiction of formation, corporate structure, organizational type, or any
organizational number assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining
to Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to
time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more
specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shall
promptly notify Bank of such occurrence and provide Bank with Borrower’s organizational identification number.


 


The
execution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized by all
necessary corporate and other action, are within the corporate powers of Borrower, and do not (i) conflict with any of
Borrower’s organizational and constitutional documents (as applicable), (ii) contravene, conflict with, constitute a default
under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of
their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, or
Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are
in full force and effect) or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is
not in default under any agreement to which it is a party or by which it or any of its assets are bound in which the default would
reasonably be expected to have a material adverse effect on Borrower’s business.


 


5.3 Collateral.
Borrower has good title to, has rights in, and the power to transfer, each item of the Collateral upon which it purports to grant a Lien
hereunder and pursuant to the ISR Debentures and other Loan Documents, free and clear of any and all Liens except Permitted Liens. Borrower
has no deposit accounts other than the deposit accounts with Bank, the deposit accounts, if any, described in the Perfection Certificate
delivered to Bank in connection herewith, or of which Borrower has given Bank notice and taken such actions as are necessary to give Bank
a perfected security interest therein and, as provided in the ISR Debentures, fixed and floating charges thereon. The Accounts are bona
fide, existing obligations of the Account Debtors. All Inventory, if applicable, is in all material respects of good and marketable quality,
free from material defects.


 


The Collateral
is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in the Perfection Certificate or
as permitted pursuant to Section 7.2 of this Agreement. None of the components of the Collateral are currently being maintained at locations
other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2 of this Agreement.


 


Borrower
is the sole owner of the Intellectual Property which it owns or purports to own except for (a) non- exclusive licenses granted to
its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public, and
(c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. Each Patent which it owns or
purports to own and which is material to Borrower’s business is valid and enforceable, and no part of the Intellectual
Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or
unenforceable, in whole or in part. To the best of Borrower’s knowledge, no claim has been made that any part of the
Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to
have a material adverse effect on Borrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party
to, nor is it bound by, any Restricted License.


 






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5.4 Litigation.
There are no actions or proceedings pending or, to the knowledge of Borrower’s Responsible Officers, threatened in writing by or
against Borrower or any Subsidiary in which an adverse decision could reasonably be expected to cause a Material Adverse Change.


 


5.5 No
Material Deviation in Financial Statements and Deterioration in Financial Condition. All consolidated financial statements for Borrower
and any Subsidiary delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s
consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition
since the date of the most recent financial statements submitted to Bank.


 


5.6 Solvency.
The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair value of its liabilities;
Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including
trade debts) as they become due and payable.


 


5.7 Regulatory
Compliance. Borrower is not an “investment company” or a company “controlled” by an “investment company”
under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for
margin stock (under Regulations X, T and U of the Federal Reserve Board of Governors). Borrower has complied in all material respects
with the Federal Fair Labor Standards Act. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably
be expected to cause a Material Adverse Change. None of Borrower’s or any Subsidiary’s properties or assets have been used
by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating,
or transporting any hazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals
and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that are necessary
to continue their respective businesses as currently conducted, except where the failure to do so would not reasonably be expected to
have a material adverse effect on the business of Borrower.


 


5.8 Subsidiaries.
Borrower does not own any stock, shares, partnership interest or other equity securities except for Permitted Investments.


 


5.9 Tax
Returns and Payments; Pension Contributions. Borrower and each Subsidiary have timely filed all required tax returns and reports,
and Borrower and each Subsidiary have timely paid all Taxes, Governmental Authority, Israeli, foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower and each Subsidiary, which were due and payable. Borrower may defer payment of
any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly
and diligently instituted and conducted, (b) notifies Bank in writing of the commencement of, and any material development in, the proceedings
and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining
a Lien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments
proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable by Borrower. Borrower
has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms,
and Borrower has not withdrawn from participation in, and has not permitted partial or complete termination of, or permitted the occurrence
of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including
any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 




    	BEAMR – Loan and Security Agreement	8	 



     


    

 


5.10 No
Winding-Up. Borrower has not taken any corporate or other action nor has any application been made or any other steps been taken or
legal proceedings been started or (to the best of Borrower’s knowledge and belief having made due and proper enquiry) threatened
in writing against Borrower or any of its Subsidiaries for its winding-up or for the appointment of a liquidator, trustee, receiver, administrative
receiver, administrator, examiner or similar officer of it or of any or all of its assets.


 


5.11 Taxation.
Borrower has complied in all material respects with all Taxation laws in all jurisdictions in which it is subject to Taxation and has
paid all Taxes due and payable by it and no claims are being asserted against it in respect of Taxes save for assessments in relation
to the ordinary course of the business of Borrower or claims contested in good faith and in respect of which adequate provision has been
made and disclosed in the latest accounts of Borrower or information delivered to Bank under this Agreement.


 


5.12 Full
Disclosure. No written representation, warranty or other statement of Borrower in any certificate or written statement given to Bank
in connection with the Loan Documents, as of the date such representation, warranty, or other statement was made, taken together with
all such written certificates and written statements given to Bank, contains any untrue statement of a material fact or omits to state
a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Bank
that any projections and forecasts provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and
that actual results during the period or periods covered by such projections and forecasts may differ from the projected or forecasted
results).


 


5.13 Office
of the Chief Scientist and Investment Center. As of the Effective Date, Borrower did not receive any grants, funds or benefits (including,
but not limited to, tax benefits) from the Israeli Office of Chief Scientist or Investment Center, or the Binational Industrial Research
and Development Foundation or any other Governmental Authority. Borrower is not obligated to pay any royalties or any other payments to
the Israeli Office of Chief Scientist or Investment Center or the Binational Industrial Research and Development Foundation or any other
Governmental Authority. The transactions contemplated under this Agreement, the ISR Debentures and any other Loan Document (including
the realization of the Charged Property) are not subject to any right and do not require the approval of the Israeli Office of Chief Scientists
or Investment Center or the Binational Industrial Research and Development Foundation or any other Governmental Authority.


 


5.14 Repetition.
The representations of Borrower in this Agreement and in any other Loan Document are deemed to be made by Borrower by reference to the
facts and circumstances existing on the date hereof and on each date when a Credit Extension is made in accordance with this Agreement
until all amounts owed to Bank hereunder or under any Loan Document are paid in full, subject only to such changes that are expressly
permitted hereunder.


 


 6. AFFIRMATIVE COVENANTS




 


Borrower shall do all of the following:


 


 6.1 Government Compliance.




 


(a) Maintain
its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification
in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s
business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it
is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower’s business.


 


(b) Obtain
all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents to which it is
a party and the grant of a security interest to Bank in, and fixed and floating charges in favor of Bank over, all of its property, subject
to Permitted Liens, including without limitation, the Governmental Approvals from the Office of Chief Scientist, Borrower shall promptly
provide copies of any such obtained Governmental Approvals to Bank.


 







    	BEAMR – Loan and Security Agreement	9	 



     


    

 


(c) Deliver
to Bank, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings
with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could
reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of Borrower
or any of its Subsidiaries.


 


 6.2 Financial Statements, Reports, Certificates.




 


(a)
Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each Reconciliation Period, a
company prepared consolidated cash based profit & loss including month end cash balance (detailed by bank account), monthly
bookings (detailed by product type), all certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as
available, but no later than thirty (30) days after the last day of each calendar quarter, a company prepared consolidated financial
statements, including cash flow, profit & loss and income statement covering Borrower’s consolidated operations during the
period, all certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one
hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared in
accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent
certified public accounting firm acceptable to Bank (provided that any firm associated with the “Big Four” accounting
firms or an affiliate thereof is deemed acceptable to Bank); (iv) in the event that Borrower becomes subject to the reporting
requirements under the Exchange Act, within five (5) days of filing, copies of all statements, reports and notices made available to
Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the
SEC; (v) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages
or costs to Borrower or any Subsidiary of Seventy Five Thousand Dollars ($75,000.00) or more; (vi) as soon as available, and at
least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or
amendments thereto, annual financial projections approved by Borrower’s board of directors, together with any related business
forecasts used in the preparation of such annual financial plans and projections; (vii) as soon as available, and at least annually,
within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or amendments
thereto, capitalization tables or other financial information reasonably requested by Bank; (viii) as soon as available, and at
least annually, within ten (10) days of approval by Borrower’s board of directors, and contemporaneously with any updates or
amendments thereto, budgets, sales projections, operating plans or other financial information reasonably requested by Bank; and
(ix) copies of all notices (including Borrower’s board of directors presentations), minutes, consents and other materials that
it provides to its board of directors at the same time they are delivered to the directors.


 


(b) Within
thirty (30) days after the last day of each Reconciliation Period, deliver to Bank with the monthly financial statements a Compliance
Certificate signed by a Responsible Officer in the form of Exhibit B.


 


(c)
Provide Bank prompt written notice of (i) any material change in the composition of the Intellectual Property, (ii) the registration
of any Copyright, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark not shown in the
IP Agreement or the ISR Debentures, and (iii) Borrower’s knowledge of an event that could reasonably be expected to materially
and adversely affect the value of the Intellectual Property.


 


6.3 Taxes.
Make, and cause each Subsidiary to make, timely payment of all foreign, federal, state, and local taxes or assessments (other than taxes
and assessments which Borrower is contesting in good faith, with adequate reserves maintained in accordance with GAAP and will deliver
to Bank, on demand, appropriate certificates attesting to such payments).


 


6.4
Insurance. Keep its business and the Collateral insured for risks and in amounts standard for companies in Borrower’s
industry and location, and as Bank may reasonably request (save that Borrower’s property shall be insured for its full
reinstatement value) provided that as of the Effective Date, Borrower’s current insurance policies are deemed satisfactory to
Bank. Insurance policies shall be in a form, with companies, and in amounts that are satisfactory to Bank in its reasonable
discretion. All property policies shall have a lender’s loss payable endorsement showing Bank as the sole lender loss payee
and waive subrogation against Bank, and all liability policies shall show, or have endorsements showing, Bank as an additional
insured, as follows: SILICON VALLEY BANK: 3003 Tasman Drive, Santa Clara, CA 95054, USA. With respect to any property insurance
policy of ISR Borrower, Bank shall be designated as a “Mutav” in the meaning and for the purposes of the Israeli
Insurance Contract Law 5741-1981. Each of Borrower’s locations (whether owned or leased) and each location where collateral is
maintained with a third party shall be listed in Borrower’s policies as a covered location. All policies (or the lender loss
payable and additional insured endorsements) shall provide that the insurer must give Bank at least twenty (20) days’ notice
before canceling, amending, or declining to renew its policy. Borrower shall timely pay all deductibles set out in the insurance
policies. Borrower undertakes to cooperate with Bank to maintain the validity of Bank’s rights under Borrower’s
insurance policies. At Bank’s request, Borrower shall deliver certified copies of policies and evidence of all premium
payments. Notwithstanding the foregoing, (a) so long as no Event of Default has occurred and is continuing, Borrower shall have the
option of applying the proceeds of any casualty policy up to Twenty Five Thousand Dollars ($25,000.00), in the aggregate, toward the
replacement or repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal
or like value as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Bank has been granted a first
priority security interest subject only to Permitted Liens that are permitted to have priority over Bank’s Liens hereunder and
(b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under any policy shall, at
Bank’s option, be payable to Bank on account of the Obligations. If Borrower fails to obtain insurance as required under this
Section 6.4 or to pay any amount or furnish any required proof of payment to third persons and Bank, Bank may make all or part of
such payment or obtain such insurance policies required in this Section 6.4, and take any action under the policies Bank deems
prudent.


 






    	BEAMR – Loan and Security Agreement	10	 



     


    

 


 6.5 Accounts.




 


(a) To
permit Bank to monitor Borrower’s financial performance and condition, maintain Borrower’s and all of Borrower’s Subsidiaries’
primary depository and operating accounts and securities/investment accounts with Bank and Bank’s Affiliates, and all of Borrower’s
and its Subsidiaries’ cash shall be maintained with or administered through Bank and Bank’s Affiliates. Notwithstanding the
foregoing, (i) ISR Borrower may maintain accounts with other financial institutions in Israel so long as funds contained therein shall
be solely in New Israeli Shekels; (ii) Borrower may maintain a PayPal account so long as the funds contained therein shall not exceed
an aggregate amount of Thirty Five Thousand Dollars ($35,000); and (iii) the Russian Subsidiary may maintain accounts with other financial
institutions in Russia so long as funds contained therein shall be (i) in Russian Rubles, and (ii) in Dollars, up to an amount equal to
One Hundred Fifty Thousand Dollars ($150,000). Any Guarantor shall maintain all depository and operating accounts with Bank, and, with
respect to securities accounts, with an Affiliate of Bank.


 


(b)
Borrower shall indicate in the Compliance Certificate provided to Bank in accordance with Section 6.2(b) above any deposit or
securities account it holds at or with any bank or financial institution other than Bank or Bank’s Affiliates and the
aggregate value of deposits and/or securities in any such account. In addition, without limiting the provisions of subsection (a)
above, (i) for each account that Bank in its sole discretion permits Borrower at any time to open or maintain in the United States
(other than accounts at Bank or the Company’s US Dollar account held by the Russian Subsidiary in accordance with the
provisions of sub-Section (a) above), Borrower shall cause the applicable bank or financial institution at or with which any
Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such
Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder, which Control
Agreement may not be terminated without the prior written consent of Bank and (ii) for each account that Bank in its sole discretion
permits Borrower at any time to open or maintain outside of the United States with any institution other than Bank or the
Company’s US Dollar account held by the Russian Subsidiary in accordance with the provisions of sub-Section (a) above,
Borrower shall, at Bank’s request and option, pursuant to an agreement in form and substance acceptable to Bank, cause the
depository bank or securities intermediary to (A) agree that such account is the collateral of Bank pursuant to the terms hereunder
and/or the terms in the ISR Debentures, and (B) sign an agreement, in a form and substance satisfactory to Bank, in which the
depository bank or securities intermediary undertakes that upon notice from Bank that an Event of Default has occurred, Bank shall
have alongside Borrower, signatory rights in all such accounts, such that no activities on behalf of Borrower shall occur without
Bank’s signature and Bank shall have the right, without derogating from any other right of Bank, to inform the depository bank
or securities intermediary of the cancellation of Borrower’s signature rights in such a manner that Bank shall have sole
signatory rights in such accounts or take such other action(s) pursuant to applicable law as Bank reasonably determines is necessary
in order to provide Bank with a first priority perfected security interest in and to, and a first ranking fixed charge over, such
account and all monies or securities on deposit therein. The provisions of the previous sentence shall not apply to deposit accounts
exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s
employees and identified to Bank by Borrower as such.


 






    	BEAMR – Loan and Security Agreement	11	 



     


    

 


6.6 Inventory;
Returns; Notices of Adjustments. Keep all Inventory, if applicable, in good and marketable condition, free from material defects.
Returns and allowances between Borrower and its Account Debtors shall follow Borrower’s customary practices as they exist at the
Effective Date. If, at any time during the term of this Agreement, any Account Debtor asserts an Adjustment in excess of One Hundred Thousand
Dollars ($100,000.00), Borrower issues a credit memorandum, or any representation, warranty or covenant set forth in this Agreement or
the other Loan Documents is no longer true in all material respects, Borrower will promptly advise Bank.


 


 6.7 Reserved.




 


 6.8 Protection and Registration of Intellectual Property Rights




 


(a) (i) Protect, defend
and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material
infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to
be abandoned, forfeited or dedicated to the public without Bank’s written consent.


 


(b)
If Borrower (i) obtains any Patent, registered Trademark, registered Copyright, registered mask work, or any pending application for
any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies for any Patent or the registration of any Trademark,
then Borrower shall immediately provide written notice thereof to Bank and shall execute such intellectual property security
agreements and other documents and take such other actions as Bank shall request in its good faith business judgment to perfect and
maintain a first priority perfected security interest in favor of Bank in such intellectual property. If Borrower decides to
register any Copyrights or mask works in the United States Copyright Office, Borrower shall: (x) provide Bank with at least fifteen
(15) days prior written notice of Borrower’s intent to register such Copyrights or mask works together with a copy of the
application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual
property security agreement and such other documents and take such other actions as Bank may request in its good faith business
judgment to perfect and maintain a first priority perfected security interest in favor of Bank in the Copyrights or mask works
intended to be registered with the United States Copyright Office; and (z) record such intellectual property security agreement with
the United States Copyright Office contemporaneously with filing the Copyright or mask work application(s) with the United States
Copyright Office. Borrower shall promptly provide to Bank copies of all applications that it files for Patents or for the
registration of Trademarks, Copyrights or mask works, together with evidence of the recording of the intellectual property security
agreement necessary for Bank to perfect and maintain a first priority perfected security interest in such property.


 


(c) Provide written notice to Bank within ten
(10) days of entering or becoming bound by any Restricted License (other than over-the-counter software that is commercially available
to the public). Borrower shall take such steps as Bank requests to obtain the consent of, or waiver by, any person whose consent or waiver
is necessary for (i) any Restricted License to be deemed “Collateral” and for Bank to have a security interest in it that
might otherwise be restricted or prohibited by law or by the terms of any such Restricted License, whether now existing or entered into
in the future, and (ii) Bank to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance
with Bank’s rights and remedies under this Agreement and the other Loan Documents.


 


6.9 Litigation
Cooperation. From the Effective Date and continuing through the termination of this Agreement, make available to Bank, without expense
to Bank, Borrower and its officers, employees and agents and Borrower’s Books, to the extent that Bank may deem them reasonably
necessary to prosecute or defend any third- party suit or proceeding instituted by or against Bank with respect to any Collateral or relating
to Borrower.


 


6.10 Further Assurances. Execute any
further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral
or to effect the purposes of this Agreement.


 






    	BEAMR – Loan and Security Agreement	12	 



     


    

 


6.11 Grants.
After the occurrence and continuance of an Event of Default, Borrower shall obtain the prior written consent of Bank before receiving
any grants, funds or benefits, or filing for an application to receive funding from the Office of Chief Scientist or the Investment Center
or the Binational Industrial Research and Development Foundation or any other Governmental Authority.


 


6.12 Formation
or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof,
at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date,
Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower
hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank
(including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed
or acquired Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct
or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Bank, and (c) provide to Bank all other
documentation in form and substance satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery
of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section
6.12 shall be a Loan Document.


 


 7. NEGATIVE COVENANTS




 


Borrower shall not do any of the following without Bank’s
prior written consent.


 


7.1 Dispositions.
Convey, sell, lease, transfer, assign, or otherwise dispose of (collectively a “Transfer”), or permit any of its Subsidiaries
to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b)
of (x) worn-out or obsolete Equipment, or (y) used computers to employees following termination of their employment with the Borrower,
in the ordinary course of business, and in any event, valued in an amount not to exceed Twenty Thousand Dollars per each calendar year;
(c) in connection with Permitted Liens and Permitted Investments; and (d) in connection with the granting of non- exclusive licenses for
the use of the property of Borrower or its Subsidiaries in the ordinary course of business, and exclusive licenses to Borrower’s
or its Subsidiaries’ customers, provided that such exclusive licenses are being granted in the ordinary course of business, shall
be limited to a certain territory/field, shall not be irrevocable and that could not result in a legal transfer of title of the licensed
property; (e) consisting of the sale or issuance of any shares of Borrower permitted under Section 7.2 of this Agreement; and (f) consisting
of Borrower’s use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or
the other Loan Documents.


 


7.2 Changes
in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business
other than the businesses currently engaged in by Borrower and such Subsidiary, as applicable, or reasonably related thereto; (b) liquidate
or dissolve; or (c) fail to provide notice to Bank of any Key Persons departing from or ceasing to be employed by Borrower within five
(5) days after their departure from Borrower; or (d) permit or suffer any Change in Control.


 


Borrower
shall not, without at least thirty (30) days prior written notice to Bank: (1) add any new offices or business locations, including
warehouses (unless such new offices or business locations contain less than Twenty Five Thousand Dollars ($25,000.00) in
Borrower’s assets or property), (2) change its jurisdiction of organization, (3) change its organizational structure or type,
(4) change its legal name, (5) change any organizational number (if any) assigned by its jurisdiction of organization, or (6)
deliver any portion of the Collateral to a bailee, unless (i) such bailee location contains less than Twenty Five Thousand Dollars
($25,000.00) in Borrower’s assets or property and (ii) Bank and such bailee are parties to a bailee agreement governing both
the Collateral and the location to which Borrower intends to deliver the Collateral.


 


Borrower
hereby agrees upon Borrower adding any new office or business location, including any warehouse, Borrower will cause its landlord to
enter into a landlord consent in favor of Bank prior to such new office or business location containing Twenty Five Thousand Dollars
($25,000.00) of Collateral.


 


Borrower hereby agrees that prior to Borrower delivering any portion of the any Collateral, valued,
individually or in the aggregate, in the excess of Twenty Five Thousand Dollars ($25,000.00), to a bailee, Borrower shall cause such
bailee to execute and deliver a bailee agreement in form and substance satisfactory to Bank.


 






    	BEAMR – Loan and Security Agreement	13	 



     


    

 


7.3 Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire,
or permit any of its Subsidiaries to acquire, all or substantially all of the stock, shares, share capital or property of another Person,
other than Permitted Investments. A Subsidiary (other than a Borrower) may merge or consolidate into another Subsidiary or into Borrower.


 


7.4 Indebtedness.
Create, incur, suffer to exist, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.


 


7.5 Encumbrance.
Create, incur, assume, allow, or suffer to be created or exist any Lien on any of its property, or assign or convey any right to receive
income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral
not to be subject to the first priority security interest granted herein or the charges granted under the ISR Debentures, in each case,
subject to Permitted Liens that are permitted to have priority over Bank’s Liens, or enter into any agreement, document, instrument
or other arrangement (except with or in favor of Bank) with any Person which directly or indirectly prohibits or has the effect of prohibiting
Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a security interest or charge in, over or upon, or encumbering
any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Section 7.1 of this Agreement
and the definition of “Permitted Liens” herein.


 


7.6 Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.5 of this Agreement.


 


7.7 Distributions;
Investments. (a) Directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments,
or permit any of its Subsidiaries to do so; or (b) pay any dividends or make any distribution or payment or redeem, retire or purchase
any capital stock or shares.


 


7.8 Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower, except
for (a) transactions (including employment agreements, option agreements and indemnity agreements with Borrower’s employees directors
and officers) that are in the ordinary course of Borrower’s business, upon fair and reasonable terms that are no less favorable
to Borrower than would be obtained in an arm’s length transaction with a non-affiliated Person; (b) equity financing transactions
with the Company’s shareholders or otherwise permitted under this Agreement; and (c) transactions referred to under sub- sections
(b) and (c) of the “Permitted Investments” definition hereunder.


 


Notwithstanding
the foregoing, Borrower shall not, directly or indirectly, make any payments to Borrower’s and/or any Subsidiary’s current
or former shareholders, but may pay and/or approve compensation payable in the ordinary course of business, to officers and directors
(including if Affiliates of Borrower) in their capacity as such, in each case, under remuneration arrangements approved by Borrower’s
competent corporate organ (whether the board of directors or compensation committee).


 


7.9 Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or other
similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated
Debt which would increase the amount owed by Borrower thereof, shorten the maturity thereof, increase the rate of interest applicable
thereto or adversely affect the subordination thereof to Obligations owed to Bank.


 


7.10
Compliance. Become an “investment company” or a company controlled by an “investment company”, under the
Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry
margin stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Credit
Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited
Transaction, each as defined in ERISA, to occur; fail to comply with the Federal Fair Labor Standards Act or violate any other law
or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or
permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or
complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and
deferred compensation plan which could reasonably be expected to result in any liability of Borrower, including any liability to the
Pension Benefit Guaranty Corporation or its successors or any other governmental agency.


 






    	BEAMR – Loan and Security Agreement	14	 



     


    

 


 8. EVENTS OF DEFAULT




 


Any one of the following shall
constitute an event of default (an “Event of Default”) under this Agreement:


 


8.1 Payment
Default. Borrower fails to (a) make any payment of principal or interest on any Term Loan Advance, or any payment of the Facility
Fees, in each case on its due date, or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and
payable (which three (3) Business Day cure period shall not apply to payments due on the Term Loan Maturity Date). During such cure period,
the failure to make or pay any payment specified under this clause is not an Event of Default (but no Credit Extension will be made during
the cure period);


 


 8.2 Covenant Default.




 


(a) Borrower
fails to perform any obligation under Sections 6.2, 6.3, 6.4, 6.5, 6.8, 6.9 or 6.12 of this Agreement or violates any of the covenants
contained in Section 7 of this Agreement, or


 


(b)
Borrower fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in
this Agreement, in any of the Loan Documents and as to any default under such other term, provision, condition, covenant or
agreement that can be cured, has failed to cure such default within ten (10) days after the occurrence thereof (provided that no
Credit Extensions will be made during such cure period). Cure period provided under this Section 8.2(b) shall not apply to financial
covenants or any other covenants that are required to be satisfied, completed or tested by a certain date or as set forth in clause
(a) above;


 


 8.3 Material Adverse Change. A Material Adverse Change occurs;




 


 8.4 Attachment; Levy; Restraint on Business




 


(a) (i)
The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under the control of Borrower
(including a Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate, or (ii) a notice of lien or levy is filed
against any of Borrower’s assets by any government department or agency, and the same under sub-clauses (i) and (ii) hereof are
not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided,
however, no Credit Extensions shall be made during any ten (10) day cure period; or


 


(b) (i)
any material portion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver or similar
officer, or (ii) any court order enjoins, injunctions, restrains, or prevents Borrower from conducting any material part of its business;


 


8.5 Insolvency.
(a) Borrower is unable to pay its debts (including trade debts) when they become due and payable or otherwise becomes insolvent; (b) Borrower
begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within thirty (30)
days (but no Credit Extensions shall be made while any of the conditions described in clause (a) exist and/or until any Insolvency Proceeding
is dismissed;


 


8.6
Other Agreements. There is, under any agreement to which Borrower or any Guarantor is a party with a third party or parties, (a)
any default resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any
Indebtedness in an amount individually or in the aggregate in excess of Seventy Five Thousand Dollars ($75,000.00); or (b) any
default by Borrower or Guarantor, the result of which could result in a Material Adverse Change to Borrower’s or any
Guarantor’s business;


 






    	BEAMR – Loan and Security Agreement	15	 



     


    

 


8.7 Judgments.
One or more final judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least Seventy
Five Thousand Dollars ($75,000.00) (not covered by independent third-party insurance as to which liability has been accepted by such insurance
carrier) shall be rendered against Borrower and the same are not, within ten(10) days after the entry thereof, discharged or execution
thereof stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay (provided that
no Credit Extensions will be made prior to the discharge, stay, or bonding of such judgment, order, or decree);


 


8.8 Misrepresentations.
Borrower or any Person acting on Borrower’s behalf makes any representation, warranty, or other statement now or later in this Agreement,
any Loan Document or in any writing delivered to Bank or to induce Bank to enter into this Agreement or any Loan Document, and such representation,
warranty, or other statement is incorrect in any material respect when made;


 


8.9 Subordinated
Debt. Any document, instrument, or agreement evidencing any Subordinated Debt shall for any reason be revoked or invalidated or otherwise
cease to be in full force and effect, any Person shall be in breach thereof or contest in any manner the validity or enforceability thereof
or deny that it has any further liability or obligation thereunder, or the Obligations shall for any reason be subordinated or shall not
have the priority contemplated by this Agreement or the applicable subordination agreement;


 


8.10 Guaranty.
(a) Any guaranty of any Obligations terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform
any obligation or covenant under any guaranty of the Obligations; (c) any circumstance described in Sections 8.3, 8.4, 8.5, 8.6, 8.7,
8.8 or 8.9 of this Agreement occurs with respect to any Guarantor; (d) the death, liquidation, winding up, or termination of existence
of any Guarantor; or (e) (i) a material impairment in the perfection or priority of Bank’s Lien in the collateral provided by Guarantor
or in the value of such collateral or (ii) a material adverse change in the general affairs, management, results of operation, condition
(financial or otherwise) or the prospect of repayment of the Obligations occurs with respect to any Guarantor; or


 


8.11 Governmental
Approvals. Any Governmental Approval which is material to the Borrower’s business shall have been (a) revoked, rescinded, suspended,
modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority
that designates a hearing with respect to any applications for renewal of any such Governmental Approval or that could result in the Governmental
Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification
or non-renewal (i) has, or could reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications
of Borrower or any of its Subsidiaries to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission,
suspension, modification or non-renewal could reasonably be expected to adversely affect the status of or legal qualifications of Borrower
or any of its Subsidiaries to hold any Governmental Approval in any other jurisdiction; or


 


8.12 Russian
Subsidiary. Russian Subsidiary at any time maintains cash in an amount of more than One Hundred Fifty Thousand Dollars ($150,000),
provided, however, that the foregoing threshold shall not include funds transferred to the Russian Subsidiary solely for
the purpose of compensation expenses for employees that are discharged within Seven (7) Business Days from the date on which such funds
have arrived at the Russian Subsidiary’s account.


 






    	BEAMR – Loan and Security Agreement	16	 



     


    

 


 9. BANK’S RIGHTS AND REMEDIES




 


9.1 Rights
and Remedies. When an Event of Default occurs and continues beyond any applicable grace period Bank may, without notice or demand
(except as otherwise specifically provided below), do any or all of the following:


 


(a) declare all Obligations immediately due
and payable (but if an Event of Default described in Section 8.5 of this Agreement occurs, all Obligations are immediately due and
payable without any action by Bank);


 


(b) stop
advancing money or extending credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and
Bank;


 


(c) demand
that Borrower (i) deposit cash with Bank in an amount equal to one hundred five percent (105.0%) for Letters of Credit denominated in
Dollars and one hundred ten percent (110.0%) for Letters of Credit denominated in a currency other than Dollars, in each case of the Dollar
Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become
due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to
such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall
forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining
term of any Letters of Credit;


 


(d) settle
or adjust disputes and claims directly with Account Debtors for amounts, on terms and in any order that Bank considers advisable and notify
any Person owing Borrower money of Bank’s security interest in and charges over such funds and verify the amount of such account.
Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form
received from the Account Debtor, with proper endorsements for deposit;


 


(e) make
any payments and do any acts it considers necessary or reasonable to protect its security interest in and charges over the Collateral.
Borrower shall assemble the Collateral if Bank requests and make it available as Bank designates. Bank may enter premises where the Collateral
is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears
to be prior or superior to its security interest or charges and pay all expenses incurred. Borrower grants Bank a license to enter and
occupy any of its premises, without charge, to exercise any of Bank’s rights or remedies;


 


(f) apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii) amount held by Bank owing to or for the credit or the account
of Borrower;


 


(g) ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Bank is hereby granted
a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents, Copyrights, mask works,
rights of use of any name, trade secrets, trade names, Trademarks, and advertising matter, or any similar property as it pertains to the
Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise
of its rights under this Section 9.1, Borrower’s rights under all licenses and all franchise agreements inure to Bank’s benefit;


 


(h) place
a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other
directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral;


 


 (i) demand and receive possession of Borrower’s Books; and




 


(j) exercise
all rights and remedies available to Bank under the Loan Documents (including, without limitation, the ISR Debentures) or at law or equity,
including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


9.2
Protective Payments. If Borrower fails to obtain the insurance called for by Section 6.4 of this Agreement or fails to pay any premium
thereon or fails to pay any other amount which Borrower is obligated to pay under this Agreement or any other Loan Document, Bank may
obtain such insurance or make such payment, and all amounts so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest rate applicable to the Obligations, and secured by the Collateral. Bank will make reasonable efforts to
provide Borrower with notice of Bank obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments
by Bank are deemed an agreement to make similar payments in the future or Bank’s waiver of any Event of Default.


 






    	BEAMR – Loan and Security Agreement	17	 



     


    

 


9.3 Bank’s
Liability for Collateral. So long as Bank complies with reasonable banking practices regarding the safekeeping of the Collateral in
the possession or under the control of Bank, Bank shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any
loss or damage to the Collateral; (c) any diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman,
bailee, or other Person. Borrower bears all risk of loss, damage or destruction of the Collateral.


 


9.4 No
Waiver; Remedies Cumulative. Bank’s failure, at any time or times, to require strict performance by Borrower of any provision
of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Bank thereafter to demand strict performance
and compliance herewith or therewith. No waiver hereunder shall be effective unless signed by the party granting the waiver and then is
only effective for the specific instance and purpose for which it is given. Bank’s rights and remedies under this Agreement and
the other Loan Documents are cumulative. Bank shall not be required to resort to any particular security, right or remedy or to proceed
in any particular order or priority and Bank shall have the right at any time and from time to time, to enforce its security interests,
liens, rights and remedies, or any of them, in any manner and in any order, at its sole discretion. Bank has all rights and remedies provided
under the Code and any other applicable law, by law, or in equity. Bank’s exercise of one right or remedy is not an election and
shall not preclude Bank from exercising any other remedy under this Agreement or other remedy available at law or in equity, and Bank’s
waiver of any Event of Default is not a continuing waiver. Bank’s delay in exercising any remedy is not a waiver, election, or acquiescence.


 


9.5 Demand
Waiver. Except as otherwise provided in this Agreement, Borrower waives demand, notice of default or dishonor, notice of payment and
nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is liable.


 


9.6
Borrower Liability. Each Borrower may, acting singly, request Credit Extensions hereunder. Each Borrower hereby appoints the
other as its agent for itself for all purposes hereunder, including with respect to requesting Credit Extensions hereunder. Each
Borrower hereunder shall be jointly and severally obligated to repay all Credit Extensions made hereunder, regardless of which
Borrower actually receives said Credit Extensions, as if each Borrower hereunder directly received all Credit Extensions. Each
Borrower waives (a) any suretyship defenses available to it under the Code or any other applicable law, and (b) any right to require
Bank to: (i) proceed against any Borrower or any other person; (ii) proceed against or exhaust any security; or (iii) pursue any
other remedy. Bank may exercise or not exercise any right or remedy it has against any Borrower or any security it holds (including
the right to foreclose or realize its security by judicial or non-judicial sale) without affecting any Borrower’s
liability.


 


Notwithstanding
any other provision of this Agreement or other related document, each Borrower irrevocably waives all rights that it may have at law or
in equity (including, without limitation, any law subrogating Borrower to the rights of Bank under this Agreement) to seek contribution,
indemnification or any other form of reimbursement from any other Borrower, or any other Person now or hereafter primarily or secondarily
liable for any of the Obligations, for any payment made by Borrower with respect to the Obligations in connection with this Agreement
or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of
any payment made by Borrower with respect to the Obligations in connection with this Agreement or otherwise. Any agreement providing for
indemnification, reimbursement or any other arrangement prohibited under this Section 9.6 shall be null and void. If any payment is made
to a Borrower in contravention of this Section 9.6, such Borrower shall hold such payment in trust for Bank and such payment shall be
promptly delivered to Bank for application to the Obligations, whether matured or unmatured.


 


Each Borrower
is entering into this Agreement, and making all representations and warranties hereunder, on a joint and several basis, and all covenants,
agreements and undertakings herein expressed or implied on the part of each Borrower shall be deemed to be joint and several.


 






    	BEAMR – Loan and Security Agreement	18	 



     


    

 


9.7
Power of Attorney. Borrower hereby irrevocably appoints Bank as its lawful attorney-in-fact, exercisable upon the occurrence and
during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or
security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts against Account Debtors; (c)
settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Bank determines
reasonable; (d) make, settle, and adjust all claims under Borrower’s insurance policies; (e) pay, contest or settle any Lien,
charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take
any action to terminate or discharge the same; and (f) transfer the Collateral into the name of Bank or a third party as the Code
permits. Borrower hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to
perfect or continue the perfection of Bank’s security interest in the Collateral regardless of whether an Event of Default has
occurred until all Obligations have been satisfied in full and Bank is under no further obligation to make Credit Extensions
hereunder. Bank’s foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights and powers,
coupled with an interest, are irrevocable until all Obligations have been fully repaid and performed and Bank’s obligation to
provide Credit Extensions terminates.


 


 10. NOTICES




 


All notices,
consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing
and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days
after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon
transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight
courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party
to be notified and sent to the address, facsimile number, or email address indicated below. Bank or Borrower may change its mailing or
electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section
10.


 


	 	If to US Borrower:	BEAMR, INC.
	 	 	974 Commercial Street
	 	 	Suite 200
	 	 	Palo Alto, CA 94303
	 	 	Attn: Sharon Carmel, CEO 
	 	 	Fax:                                   
	 	 	Email: sharon@beamr.com
	 	 	 
	 	If to ISR Borrower:	BEAMR IMAGING LTD.
	 	 	23 Menachem Begin 

Tel-Aviv, Israel
	 	 	Attn: Sharon Carmel, CEO 
	 	 	Fax:                                    
	 	 	Email: sharon@beamr.com
	 	 	 
	 	with a copy to:	Meitar Liquornik Geva Leshem Tal, Law Offices
	 	 	16 Abba Hillel Silver Rd. 

Ramat Gan 52506, Israel
	 	 	Attn: Simcha Koevary, Advocate

 Tel: +972 (3) 610-3100
	 	 	Fax: +972 (3) 610-3111
	 	 	 
	 	If to Bank:	Silicon Valley Bank
	 	 	275 Grove Street, Suite 2-200
	 	 	Newton, Massachusetts 02466 

Attn: Mr. Dave Reich
	 	 	Fax: (617) 969-4395
	 	 	Email: dreich@svb.com
	 	 	 



 






    	BEAMR – Loan and Security Agreement	19	 



     


    

 


	 	with a copy to:	Raved, Magriso, Benkel & Co.
	 	 	37 Shaul Hamelech Boulevard,
	 	 	Tel Aviv, Israel, 6492806
	 	 	Attn: Einat Weidberg, Adv.
	 	 	Fax: +972-3-606-0266
	 	 	Email: einat_w@rmblaw.co.il
	 	 	 
	 	And also to:	Riemer & Braunstein LLP
	 	 	Three Center Plaza
	 	 	Boston, Massachusetts 02108
	 	 	Attn: David A. Ephraim, Esquire
	 	 	Fax: (617) 880-3456
	 	 	Email: DEphraim@riemerlaw.com



 


 11. CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE




 


Except as otherwise
expressly provided in any of the Loan Documents, Massachusetts law governs the Loan Documents without regard to principles of conflicts
of law. Borrower and Bank each submit to the exclusive jurisdiction of the State and Federal courts in Massachusetts (except for the ISR
Debentures which shall be subject to Israeli jurisdiction thereunder); provided, however, that nothing in this Agreement shall
be deemed to operate to preclude Bank from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral
or any other security for the Obligations, or to enforce a judgment or other court order in favor of Bank. Borrower expressly submits
and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection
that it may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting
of such legal or equitable relief as is deemed appropriate by such court. Borrower hereby waives personal service of the summons, complaints,
and other process issued in such action or suit and agrees that service of such summons, complaints, and other process may be made by
registered or certified mail addressed to Borrower at the address set forth in, or subsequently provided to Borrower in accordance with,
Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt
thereof or three (3) days after deposit in the U.S. mails, proper postage prepaid.


 


BORROWER
AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT
FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL.


 


 12. GENERAL PROVISIONS




 


12.1 Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not assign
this Agreement or any rights or obligations under it without Bank’s prior written consent (which may be granted or withheld in Bank’s
discretion). Bank has the right, without the consent of or notice to Borrower, to sell, transfer, assign, negotiate, or grant participation
in all or any part of, or any interest in, Bank’s obligations, rights, and benefits under this Agreement and the other Loan Documents
(other than the Warrant, as to which assignment, transfer and other such actions are governed by the terms of the Warrant). Notwithstanding
the foregoing, prior to the occurrence of an Event of Default, Bank shall not assign any interest in the Loan Documents to an operating
company which is a direct competitor of Borrower.


 


12.2
Indemnification. Borrower agrees to indemnify, defend and hold Bank and its directors, officers, employees, agents, attorneys,
or any other Person affiliated with or representing Bank (each, an “Indemnified Person”) harmless against: (a)
all obligations, demands, claims, and liabilities (collectively, “Claims”) claimed or asserted by any other party
in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Bank Expenses) in
any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from
transactions between Bank and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses
directly caused by such Indemnified Person’s gross negligence or willful misconduct.


 






    	BEAMR – Loan and Security Agreement	20	 



     


    

 


 12.3 Right of Set-Off.




 


(i) Borrower
hereby grants to Bank, a lien, security interest, fixed and floating charge and right of setoff as security for all Obligations to Bank,
whether now existing or hereafter arising upon and against all deposits, credits, collateral and property, now or hereafter in the possession,
custody, safekeeping or control of Bank or any entity under the control of Bank (including a Bank subsidiary) or in transit to any of
them. At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Bank may set off the
same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and regardless of the adequacy
of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE BANK TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO
ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR
OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED.


 


(ii) Bank
may set off any matured obligation due from ISR Borrower under the Loan Documents against any matured obligation owed by Bank to ISR Borrower,
regardless of the place of payment, banking branch or currency of either obligation. Further, ISR Borrower authorizes Bank to apply (without
prior notice) any credit balance (whether or not then due) to which ISR Borrower is at any time beneficially entitled on any account at,
any sum held to its order by and/or any liability or obligation (whether or not matured) of, any office of Bank in or towards satisfaction
of any sum then due and payable by it to Bank under the Loan Documents and unpaid. For these purposes, Bank may convert one currency into
another, provided that nothing in this Section 12.3 shall be effective to create a charge.


 


(iii) Bank
shall not be obliged to exercise any of its rights under this Section 12.3, which shall be without prejudice and in addition to any right
of set-off, combination of accounts, lien or other right (including the benefit of the Loan Documents) to which it is at any time otherwise
entitled (whether by operation of law, contract or otherwise).


 


12.4 Time
of Essence. Time is of the essence for the performance of all Obligations in this Agreement.


 


12.5 Correction
of Loan Documents. Bank may correct patent errors and fill in any blanks in the Loan Documents consistent with the agreement of the
parties.


 


12.6 Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.


 


12.7 Amendments
in Writing; Waiver; Integration. No purported amendment or modification of any Loan Document, or waiver, discharge or termination
of any obligation under any Loan Document, shall be enforceable or admissible unless, and only to the extent, expressly set forth in a
writing signed by the party against which enforcement or admission is sought. Without limiting the generality of the foregoing, no oral
promise or statement, nor any action, inaction, delay, failure to require performance or course of conduct shall operate as, or evidence,
an amendment, supplement or waiver or have any other effect on any Loan Document. Any waiver granted shall be limited to the specific
circumstance expressly described in it, and shall not apply to any subsequent or other circumstance, whether similar or dissimilar, or
give rise to, or evidence, any obligation or commitment to grant any further waiver. 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 the Loan Documents merge into the Loan Documents.


 


12.8
Counterparts and Execution. This Agreement may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, is an original, and all taken together, constitute one Agreement.





 


12.9 Survival.
All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant
to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive
the termination of this Agreement) have been paid in full and satisfied. Without limiting the foregoing, except as otherwise provided
in Section 4.1, the grant of a security interest by Borrower in Section 4.1 and the Liens granted under the ISR Debentures shall survive
until the termination of this Agreement, the ISR Debentures and all Bank Services Agreements and all Obligations have been discharged.
The obligation of Borrower in Section 12.2 of this Agreement to indemnify Bank shall survive until the statute of limitations with respect
to such claim or cause of action shall have run.


 


12.10 Confidentiality.
In handling any confidential information, Bank shall exercise the same degree of care that it exercises for its own proprietary information,
but disclosure of information may be made: (a) to Bank’s Subsidiaries or Affiliates (such Subsidiaries and Affiliates, together
with Bank, each a “Bank Entity” and collectively, the “Bank Entities”); (b) to prospective transferees
or purchasers of any interest in the Credit Extensions (provided, however, Bank shall use its best efforts to obtain any prospective transferee’s
or purchaser’s agreement to the terms of this Section 12.10); (c) as required by law, regulation, subpoena, or other order; (d)
to Bank’s regulators or as otherwise required in connection with Bank’s examination or audit; (e) as Bank considers appropriate
in exercising remedies under the Loan Documents; (f) to any creditor of Borrower that signed a subordination, intercreditor, or other
similar agreement with Bank, as required and in accordance with the provisions of such subordination, intercreditor, or other similar
agreement; and (g) to third-party service providers of Bank so long as such service providers have executed a confidentiality agreement
with Bank with terms no less restrictive than those contained herein. Confidential information does not include information that is: (i)
either in the public domain other than as a result of Bank’s breach of this Section 12.10 or is in Bank’s possession when
disclosed to Bank; or (ii) disclosed to Bank by a third party on a non-confidential basis if Bank does not know that the third party is
prohibited from disclosing the information.




 






    	BEAMR – Loan and Security Agreement	21	 



     


    

 


Bank Entities
may use the confidential information for reporting purposes and the development and distribution of databases and market analyses so long
as such confidential information is aggregated and anonymized prior to distribution unless otherwise expressly prohibited by Borrower.
The provisions of the immediately preceding sentence shall survive the termination of this Agreement.


 


12.11 Electronic
Execution of Documents. The words “execution,” “signed,” “signature” and words of like import
in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity and enforceability as a manually executed signature or the use of a paper-based recordkeeping systems,
as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the
Uniform Electronic Transactions Act.


 


12.12 Captions.
The headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


12.13 Construction
of Agreement. The parties mutually acknowledge that they and their attorneys have participated in the preparation and negotiation
of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty
to exist.


 


12.14 Relationship.
The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement. The parties do not intend
to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those
of parties to an arm’s-length contract.


 


12.15 Third
Parties. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rights or remedies under
or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns;
(b) relieve or discharge the obligation or liability of any person not an express party to this Agreement; or (c) give any person not
an express party to this Agreement any right of subrogation or action against any party to this Agreement.


 


 13. DEFINITIONS




 


As used in the Loan Documents, the word
“shall” is mandatory, the word “may” is permissive, the word “or” is not exclusive, the words
“includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts
that are set off in brackets are negative. As used in this Agreement, the following capitalized terms have the following
meanings:


 


“Account”
is any “account” as defined in the Code or any other applicable law with such additions to such term as may hereafter be made,
and includes, without limitation, all accounts receivable, book debts and other sums owing to Borrower.


 


“Account
Debtor” is as defined in the Code or any other applicable law and shall include, without limitation, any person liable on any
Account, such as, a guarantor of the Account and any issuer of a letter of credit or banker’s acceptance.


 


“Acquisition”
means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all
or substantially all of the assets of Borrower, (ii) any merger or consolidation of Borrower into or with another person or entity (other
than a merger or consolidation effected exclusively to change Borrower’s domicile), or any other corporate reorganization, in which
the shareholders of Borrower in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than
a majority of Borrower’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger,
consolidation or reorganization; or (iii) any sale or other transfer by the shareholders of Borrower of shares representing at least a
majority of the Borrower’s then-total outstanding combined voting power.


 


Adjustments”
are all discounts allowances, returns, recoveries, disputes, claims of any kind (including, without limitation, counterclaims or warranty
claims), offsets, defenses, rights of recoupment, rights of return, or short payments, asserted by or on behalf of any Account Debtor.


 


“Affiliate”
of any Person is a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is
under common control with the Person, and each of that Person’s senior executive officers, directors, partners, and, for any Person
that is a limited liability company, that Person’s managers and members.


 


“Agreement” is defined in the preamble
of this Agreement.


 


“Amortization Date”
means the first Payment Date following June 30, 2018.


 


“Bank” is defined in the preamble of this Agreement.


 


“Bank Entities” is defined in Section
12.10 of this Agreement.


 


“Bank
Expenses” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for
preparing, amending, negotiating, administering, defending and enforcing the Loan Documents (including, without limitation, those incurred
in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower.


 






    	BEAMR – Loan and Security Agreement	22	 



     


    

 


“Bank
Services” are any products, credit services, and/or financial accommodations previously, now, or hereafter provided to Borrower
or any of its Subsidiaries by Bank or any Bank Affiliate, including, without limitation, any letters of credit, cash management services
(including, without limitation, merchant services, direct deposit of payroll, business credit cards, and check cashing services), interest
rate swap arrangements, and foreign exchange services as any such products or services may be identified in Bank’s various agreements
related thereto (each, a “Bank Services Agreement”).


 


“Bank Services Agreement” is defined
in the definition of Bank Services.


 


“Borrower” is defined in the preamble of this Agreement.


 


“Borrower’s Books”
are all Borrower’s books and records including ledgers, federal and state tax returns, records regarding Borrower’s
assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any
equipment containing such information.




 


“Borrowing
Resolutions” are, with respect to any Person, those resolutions adopted by such Person’s board of directors (and, if required
under the terms of such Person’s Operating Documents, stockholders or shareholders, as applicable) and delivered by such Person
to Bank approving the Loan Documents to which such Person is a party and the transactions contemplated thereby (including, without limitation,
the grant of collateral security in favor of Bank), together with a certificate executed by its secretary on behalf of such Person in
form acceptable to Bank certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each
of the Loan Documents to which it is a party, (b) that attached as an exhibit to such certificate is a true, correct, and complete copy
of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of
the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized to execute the Loan Documents on behalf of such
Person, together with a sample of the true signature(s) of such Person(s), and (d) that Bank may conclusively rely on such certificate
unless and until such Person shall have delivered to Bank a further certificate canceling or amending such prior certificate.


 


“Business Day” is any day that is not
a Saturday, Sunday or a day on which Bank is closed.


 


“Cash
Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency
or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercial paper maturing no more
than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s
Investors Service, Inc.; and (c) Bank’s certificates of deposit issued maturing no more than one (1) year after issue.


 


“Change
in Control” means the entering into any transaction or series of related transactions (A) which result in ISR Borrower
owning less than one hundred percent (100.0%) of the equity interests in US Borrower, or (B) in which the shareholders of ISR
Borrower who were not shareholders immediately prior to the first such transaction own more than forty percent (40.0%) of the voting
share of ISR Borrower immediately after giving effect to such transaction or related series of such transactions (other than by the
sale of Borrower’s equity securities in a public offering or to venture capital investors so long as Borrower identifies to
Bank the venture capital investors at least Seven (7) Business Days prior to the closing of the transaction and provides to Bank a
description of the material terms of the transaction).




 


“Charged Property” is defined
in the ISR Debentures.


 


“Claims” is defined in Section 12.2 of this Agreement.


 


“Code”
is (a) with respect to US Borrower or any assets located in the United States, the Uniform Commercial Code, as the same may, from time
to time, be enacted and in effect in the Commonwealth of Massachusetts; provided, that, to the extent that the Code is used to define
any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, the definition
of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions
of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Bank’s Lien on any Collateral is
governed by the Uniform Commercial Code in effect in a jurisdiction other than the Commonwealth of Massachusetts, the term “Code”
shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof
relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions; and (b) with
respect to ISR Borrower or any assets located outside of the United States, any applicable law.


 


“Collateral” is (a)
any and all properties, rights and assets of Borrower described on Exhibit A and (b) any and all properties, rights and assets granted
by ISR Borrower to Bank as set forth in the ISR Debentures, including without limitation, the Charged Property.


 


“Collateral Account” is any Deposit Account,
Securities Account, or Commodity Account.





 


“Commodity Account”
is any “commodity account” as defined in the Code or any other applicable law with such additions to such term as may hereafter
be made.


 


“Compliance Certificate” is attached
hereto as Exhibit B.


 






    	BEAMR – Loan and Security Agreement	23	 



     


    

 


“Contingent
Obligation” is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness,
lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made,
discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn
letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest
rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary
course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent
Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith;
but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.


 


“Control
Agreement” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account
or the securities intermediary or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower,
and Bank pursuant to which Bank obtains control (within the meaning of the Code or any other applicable law) over such Collateral Account.


 


“Copyrights”
are any and all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and
derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 


“Credit Extension” is any
Term Loan Advance or any other extension of credit by Bank for Borrower’s benefit.


 


“Default Rate” is defined in Section
2.3(b) of this Agreement


 


“Deposit
Account” is any “deposit account” as defined in the Code or any other applicable law with such additions to such
term as may hereafter be made.


 


“Dollar
Equivalent” is, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any
amount denominated in a Foreign Currency, the equivalent amount therefor in Dollars as determined by Bank at such time on the basis of
the then-prevailing rate of exchange in San Francisco, California, for sales of the Foreign Currency for transfer to the country issuing
such Foreign Currency.


 


“Dollars”
“dollars” or use of the sign “$” means only lawful money of the United States and not any other currency,
regardless of whether that currency uses the “$” sign to denote its currency or may be readily converted into lawful money
of the United States.


 


“Draw
Period” is the period of time commencing on the Effective Date through the earlier to occur of (a) June 30, 2018, and (b) an
Event of Default.


 


“Effective Date” is defined in the preamble
of this Agreement.


 






    	BEAMR – Loan and Security Agreement	24	 



     


    

 


“Equipment”
is (a) all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in
which Borrower has any interest, and (b) all “equipment” as defined in the Code or any other applicable law with such additions
to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles
and trailers), and any interest in any of the foregoing.


 


“ERISA” is the Employee Retirement Income
Security Act of 1974, and its regulations.





 


“Events of Default” are set forth
in Section 8 of this Agreement.


 


“Exchange Act” is the Securities Exchange Act of 1934, as amended.


 


“Facility
Fee” is defined in Section 2.4 of this Agreement.


 


“Foreign Currency” means lawful money
of a country other than the United States.


 


“Funding
Date” is any date on which a Term Loan Advance is made to or for the account of Borrower which shall be a Business Day.


 


“GAAP”
is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to the
circumstances as of the date of determination.


 


“Good Faith Deposit” is defined in Section
2.6 of this Agreement.


 


“Governmental
Approval” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration,
filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental
Authority” is any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative
functions of or pertaining to government, any securities exchange and any self-regulatory organization.


 


“Guarantor” is any present or future
guarantor of the Obligations.


 


“Indebtedness”
is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for
surety bonds and letters of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations
and (d) Contingent Obligations.


 


“Indemnified Person” is defined in Section
12.2 of this Agreement.


 


“Insolvency
Proceeding” is any proceeding by or against any Person under the United States Bankruptcy Code, the Israeli Companies Ordinance
5743-1983, the Israeli Companies Law 5759-1999, or any other bankruptcy or insolvency law, including assignments for the benefit of creditors,
compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.


 


“Intellectual Property” means all of
Borrower’s right, title, and interest in and to the following:


 


		(a)	its Copyrights, Trademarks and Patents;





 


		(b)	any and all trade secrets and trade secret rights, including,
without limitation, any rights to unpatented inventions, know-how, operating manuals;



 


		(c)	any and all source code;





 


		(d)	any and all design rights which may be available to Borrower;





 


		(e)	any and all claims for damages by way of past, present and future
infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement
of the Intellectual Property rights identified above; and



 


		(f)	all amendments, renewals and extensions of any of the Copyrights,
Trademarks or Patents.





 






    	BEAMR – Loan and Security Agreement	25	 



     


    

 


“Inventory”
is all “inventory” as defined in the Code in effect on the Effective Date or any other applicable law with such additions
to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping
materials, work in process and finished products, including without limitation such inventory as is temporarily out of Borrower’s
custody or possession or in transit and including any returned goods and any documents of title representing any of the above.


 


“Investment”
is any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital
contribution to any Person.


 


“IP
Agreement” is, collectively, (a) that certain Intellectual Property Security Agreement dated as of the Effective Date, by and
between US Borrower and Bank, as amended, modified or restated from time to time, and (b) that certain Intellectual Property Security
Agreement dated as of the Effective Date, by and between ISR Borrower and Bank, as amended, modified or restated from time to time.


 


“Key Person” is Borrower’s
Chief Executive Officer, who is Sharon Carmel as of the Effective Date.


 


“ISR Borrower” is defined in the preamble of
this Agreement.


 


“ISR Debenture” and “ISR Debentures”
are defined in Section 4.2 of this Agreement.


 


“Letter
of Credit” means a standby or commercial letter of credit issued by Bank upon request of Borrower based upon an application,
guarantee, indemnity, or similar agreement.


 


“Lien”
is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind, whether voluntarily incurred
or arising by operation of law or otherwise against any property.


 


“Loan
Documents” are, collectively, this Agreement, the Warrant, the Perfection Certificate, the ISR Debentures, any Bank Services
Agreement, the IP Agreement, any subordination agreement, any Control Agreement, the Borrowing Resolutions, any note, or notes or guaranties
executed by Borrower and/or any Guarantor, and any other present or future agreement between Borrower and/or any Guarantor and/or for
the benefit of Bank, all as amended, restated, or otherwise modified.


 


“Material
Adverse Change” is: (a) a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the
value of such Collateral; (b) a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower;
(c) a material impairment of the prospect of repayment of any portion of the Obligations; or (d) Bank determines, based upon information
available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more
of the financial covenants in Section 6 of this Agreement during the next succeeding financial reporting period.


 


“Obligations”
are Borrower’s obligations to pay when due any debts, principal, interest, Facility Fee, the Prepayment Premium, Bank Expenses and
other amounts Borrower owes Bank now or later, whether under this Agreement, the Loan Documents (other than the Warrant), or otherwise,
including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawn
letters of credit), cash management services, and foreign exchange contracts, if any, and including any interest accruing after Insolvency
Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Bank, and to perform Borrower’s duties under the
Loan Documents (other than the Warrant).


 


“Operating
Documents” are, for any Person, such Person’s formation documents, as certified with the Secretary of State of such Person’s
state of formation on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person is a corporation,
its bylaws or memorandum and articles of association (or similar document, as the case may be) in current form, (b) if such Person is
a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership,
its partnership agreement (or similar agreement), each of the foregoing with all current amendments or modifications thereto.


 




    	BEAMR – Loan and Security Agreement	26	 



     


    

 


“Patents” means all
patents, patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues,
extensions and continuations-in-part of the same.


 


“Payment Date” is the first Business
Day of each month.


 


“Payment/Advance Form” is that certain form attached hereto as Exhibit C.


 


“Perfection Certificate” is defined
in Section 5.1 of this Agreement.


 


“Permitted Indebtedness” is:


 


		(a)	Borrower’s Indebtedness to Bank under this Agreement
and the other Loan Documents;





 


		(b)	Indebtedness existing on the Effective Date which is shown
on the Perfection Certificate;





 


		(c)	Subordinated Debt;





 


		(d)	unsecured Indebtedness to trade creditors incurred and discharged
in the ordinary course of business; and



 


		(e)	extensions, refinancings, modifications, amendments and restatements
of any items of Permitted Indebtedness (a) through (d) above, provided that the principal amount thereof is not increased or the terms
thereof are not modified to impose more burdensome terms upon Borrower or its Subsidiary, as the case may be.



 


“Permitted Investments” are:


 


		(a)	Investments (including, without limitation, Subsidiaries) existing
on the Effective Date which are shown on the Perfection Certificate (but specifically excluding any future Investments in any Subsidiaries
unless otherwise permitted hereunder);



 


		(b)	Investments by Borrower in the Russian Subsidiary;



 


		(c)	Investments by ISR Borrower in the US Borrower and vise-versa;



 


		(d)	Investments consisting of Cash Equivalents.



 


“Permitted Liens” are:


 


		(a)	A fixed charge in favor of Bank Hapoalim over ISR Borrower’s
cash deposit existing on the Effective Date which is shown on the Perfection Certificate with respect to ISR Borrower only, limited to
an amount of Seventy Four Thousand New Israeli Shekels (NIS74,000) in order to secure Borrower’s officer lease guarantee.



 


		(b)	Liens or arising under this Agreement and the other Loan Documents;



 


		(c)	Liens for taxes, fees, assessments or other government charges
or levies, either (i) not due and payable or (ii) being contested in good faith and for which Borrower maintains adequate reserves on
Borrower’s Books, provided that no notice of any such Lien has been filed or recorded under the Internal Revenue Code of
1986, as amended, and the Treasury Regulations adopted thereunder and/or under any other applicable law;



 


		(d)	Liens arising from attachments or judgments, orders, or decrees
in circumstances not constituting an Event of Default under Sections 8.4 and 8.7 of this Agreement; and



 


		(e)	Liens incurred in the extension, renewal or refinancing of the
indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to
the property encumbered by the existing Lien and the principal amount of the indebtedness may not increase.



 







    	BEAMR – Loan and Security Agreement	27	 



     


    

 


“Person”
is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization,
association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.


 


“Prepayment
Premium” shall be an additional fee, payable to Bank in an amount equal to, for a prepayment of the outstanding Term Loan
Advances made (a) on or prior to the first (1st) anniversary of the Funding Date of such Term Loan Advance, three percent
(3.0%) of the principal amount of any Term Loan Advances repaid, (b) after the first (1st) anniversary of the Funding
Date of such Term Loan Advance but on or prior to the second (2nd) anniversary of the Funding Date of such Term Loan
Advance, two percent (2.0%) of the principal amount of any Term Loan Advances repaid, and (c) after the second (2nd)
anniversary of the Funding Date of such Term Loan Advance but prior to the Term Loan Maturity Date, one percent (1.0%) of the
principal amount of any Term Loan Advances repaid.


 


“Prime
Rate” is, with respect to any day, the “Prime Rate” as quoted in the Wall Street Journal print edition on such day
(or, if such day is not a day on which the Wall Street Journal is published, the immediately preceding day on which the Wall Street Journal
was published).


 


“Reconciliation Period” is each calendar
month.


 


“Registered
Organization” is any “registered organization” as defined in the Code or any other applicable law with such additions
to such term as may hereafter be made.


 


“Requirement
of Law” is as to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty,
rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible
Officer” is any of the Chief Executive Officer, and the Chief Financial Officer of Borrower.


 


“Restricted
License” is any material license or other agreement with respect to which Borrower is the licensee (a) that prohibits or
otherwise restricts Borrower from granting a security interest in and a fixed or floating charge over Borrower’s interest in
such license or agreement or any other property, or (b) for which a default under or termination of could interfere with
Bank’s right to sell any Collateral.


 


“Russian Subsidiary” is Beamr Imaging
RU.


 


“SEC”
shall mean the Securities and Exchange Commission, any successor thereto, and any analogous Governmental Authority.


 


“Securities
Account” is any “securities account” as defined in the Code or any other applicable law with such additions to such
term as may hereafter be made.


 


“Subordinated
Debt” is indebtedness incurred by Borrower (including from ISR Borrower’s shareholders) subordinated to all of Borrower’s
now or hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory
to Bank entered into between Bank and the other creditor), on terms acceptable to Bank.


 


“Subsidiary”
means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership
interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both,
by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower.


 




    	BEAMR – Loan and Security Agreement	28	 



     


    

 


“Term Loan Advance”
and “Term Loan Advances” are each defined in Section 2.2(a) of this Agreement.


 


“Term Loan Amount”
is an amount equal to Three Million Dollars ($3,000,000.00).


 


“Term Loan Maturity Date” means June
1, 2021.


 


“Taxes”
means any present or future taxes, levies, duties, imposts or other charges or withholdings of a similar nature (including any penalty
or interest payable in connection with any failure to pay or any delay in paying any of the same), and “Tax” and “Taxation”
have a corresponding meaning.


 


“Trademarks”
means any trademark and service mark rights, whether registered or not, applications to register and registrations of the same and like
protections, and the entire goodwill of the business of Borrower connected with and symbolized by such trademarks.


 


“Transfer” is defined in Section 7.1
of this Agreement.


 


“Warrant” is
that certain Warrant to Purchase Shares dated February 19, 2017 executed by ISR Borrower in favor of Bank, as amended, modified or restated
from time to time.


 


“US Borrower” is defined in the preamble
of this Agreement.


 


[Signature page follows.]


 




    	BEAMR – Loan and Security Agreement	29	 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be executed as a sealed
instrument under the laws of the Commonwealth of Massachusetts as of the Effective Date.


 


	US BORROWER	 
	 	 	 
	BEAMR, INC.	 
	 	 	 
	By:	/s/ Sharon Carmel	 
	Name: 
    	Sharon Carmel	 
	Title:	CEO	 



 


	ISR BORROWER	 
	 	 	 
	BEAMR IMAGING LTD	 
	 	 	 
	By:	/s/ Sharon Carmel	 
	Name:	Sharon Carmel	 
	Title:	CEO	 



 


	BANK	 
	 	 	 
	SILICON VALLEY BANK	 
	 	 	 
	By:	/s/
  Sam Subilia	 
	Name:	Sam Subilia	 
	Title:	VP	 



 




    	BEAMR – Loan and Security Agreement	30