Exhibit 10.8


 


		Deferral Agreement



 


	Deferral Agreement Effective Date:	15-Apr-20
	 	 
	Loan Agreement Date	19/02/2017
	 	 
	(use restated date if applicable):	 
	 	 
	Borrower:	Beamr Imaging Ltd 514331552
	 	 	 
	 	☒	If this box is checked, additional
Borrowers (“Additional Borrowers”) are listed in the Annex attached hereto (Borrower and such Additional Borrowers,
collectively, “Borrower”).
	 	 	 
	Loan Agreement:	That certain Loan and Security Agreement, dated as of the Loan Agreement Date, between Borrower, Additional Borrowers, if any, and Silicon Valley Bank (“Bank”), as amended, restated or otherwise modified and in effect from time to time.
	 	 
	Guarantor(s) or Pledgor(s):	☒	If this box is checked, the
obligations of Borrower are guaranteed or secured by a pledge of assets and the Consent and Ratification attached hereto shall apply
and must be completed for each Guarantor and/or Pledgor.



 


Reference is made to the Loan Agreement and the
other terms defined herein. Borrower and Bank hereby agree to the Terms and Conditions attached hereto and any applicable Annex and/or
Consent and Ratification attached hereto, each of which is incorporated herein by reference (collectively, the “Deferral Agreement”).


 


	BANK:	 	BORROWER:
	SILICON VALLEY BANK	 	Beamr Imaging Ltd 514331552
	 	 	 
	By:	/s/ Rebekah Winsor	 	By:	/s/ Sharon Carmel
	 	 	 	 	 
	Rebekah Winsor	 	Sharon Carmel
	Name	 	Name
	 	 	 
	Corporate Counsel	 	Sharon Carmel
	Title	 	Title



 





	 	By:	 
	 	 	 
	 	 
	 	Name
	 	 
	 	 
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		Terms and
                                            Conditions 

Deferral Agreement


 


		1.	Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed
                                                                  to such terms in the Loan Agreement.



 


		2.	Interest Payments. Borrower shall at all times continue to make regularly scheduled monthly payments
of accrued interest on each applicable payment date under the Loan Agreement.



 


		3.	Extension of Principal Payment Dates.



 


		a.	The payment dates for all monthly payments of principal in respect of any term loans (but not any other
facilities) which are due following the Deferral Agreement Effective Date shall each be extended by six (6) months.



 


		b.	If on the Deferral Agreement Effective
                                            Date the amortization period in respect of any drawn term loans has commenced and monthly
                                            payments of principal are (or will become) due, then no instalments of principal shall be
                                            due and payable for the six month period from (and including) May 2020 to October 2020 (the
                                            “Deferral Period”). Monthly repayments of principal shall recommence in
                                            November 2020 in line with paragraph (f) below.



 


		c.	If on the Deferral Agreement Effective Date the term facility has not been drawn but subsequently any
term loans are utilized, then the start of the relevant amortization period in respect of such term loans shall be deferred for 6 months
during which time interest only shall be due and payable. At the end of such 6 month deferral the amortization period shall commence and
monthly repayments of principal shall be due and payable in accordance with paragraph (f) below.



 


		d.	If the Loan Agreement
                                            permits a period in which accrued interest only is payable (and no principal) (an “Existing
                                            Interest Only Period”) in respect of any drawn term loans and such Existing Interest
                                            Only Period is in effect on the Deferral Agreement Effective Date, notwithstanding the length
                                            of that Existing Interest Only Period it shall be extended by a period of six months. The
                                            payment of monthly instalments of principal shall commence at the end of such extended Existing
                                            Interest Only Period in line with paragraph (f) below.



 


		e.	If the Loan Agreement permits an extension of an Existing Interest Only Period upon achieving one or
                                                                                  more milestones or other thresholds which have not yet been achieved as at the Deferral Agreement Effective Date, (i) the six month
                                                                                  extension of the Interest Only Period provided for in paragraph (d) above shall supersede and replace any and all extensions of the
                                                                                  Existing Interest Only Period set forth in the Loan Agreement, and (ii) any and all extensions of the Existing Interest Only Period set forth in the Loan Agreement as of the Deferral Agreement Effective Date are hereby void, and shall be of no further force and effect. Nothing herein shall be construed as a modification or amendment of the existing terms and conditions in the Loan Agreement that provide for Bank to increase availability or to make additional advances or extensions of credit to Borrower, including if such increase or additional advances or extensions of credit require Borrower to achieve the same milestone or threshold that would have previously extended the Interest Only Period prior to Borrower entering into this Deferral Agreement.



 


		f.	The amount of each monthly payment of principal following
any extension shall be the same as the amount of the scheduled monthly payment of principal prior to the Deferral Agreement Effective
Date. All deferred principal payments shall continue to be secured by all Collateral granted or pledged to Bank under the Loan Documents.



 


		4.	Extension of Maturity Date. The maturity date(s) for all
term loans (but not any other facilities) under the Loan Agreement that occur after the Deferral Agreement Effective Date shall be extended
by six (6) months, and the corresponding definitions of such maturity dates in the Loan Agreement shall be deemed to be amended accordingly.



 


		5.	Representations and Warranties.
                                            Borrower hereby represents and warrants that (a) Borrower has the power and authority to
                                            execute and deliver to Bank the Deferral Agreement, (b) the execution and delivery to Bank
                                            by Borrower of the Deferral Agreement and the performance of Borrower’s obligations
                                            under the Loan Agreement, as amended by the Deferral Agreement, do not require any order,
                                            consent, approval, license, authorization or validation of, or filing, recording or registration
                                            with, or exemption by any governmental or public body or authority, or subdivision thereof,
                                            binding on Borrower, except as already has been obtained or made and (c) the Deferral Agreement
                                            has been duly executed and delivered by Borrower and is the binding obligation of Borrower,
                                            enforceable against Borrower in accordance with its terms, except as such enforceability
                                            may be limited by applicable bankruptcy, insolvency, reorganization or similar laws and equitable
                                            principals relating to or affecting creditors rights.



 





 






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		Terms and
                                            Conditions 

Deferral Agreement


 


		6.	Ratification. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all
Loan Documents and all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without
limitation, the Obligations and all deferred principal payments.



 


		7.	Release. For good and valuable consideration, Borrower hereby forever relieves, releases, and discharges
Bank and its present or former employees, officers, directors,
agents, representatives, attorneys, and each of them, from any and all claims, debts, liabilities, demands, obligations, promises,
acts, agreements, costs and expenses, actions and causes of action, of every type, kind, nature, description or character
whatsoever, whether known or unknown, suspected or unsuspected, absolute or contingent, arising out of or in any manner whatsoever
connected with or related to facts, circumstances, issues, controversies or claims existing or arising from the beginning of time
through and including the date of execution hereof (collectively “Released Claims”). Without limiting the
foregoing, the Released Claims shall include any and all liabilities or claims arising out of or in any manner whatsoever connected
with or related to the Loan Documents, any instruments, agreements or documents executed in connection with any of the foregoing or
the origination, negotiation, administration, servicing or enforcement of any of the foregoing. Borrower expressly acknowledges and
waives any and all rights under Section 1542 of the California Civil Code, which provides that:



 


“A general release does not extend to
claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release
and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”


 


By entering into this release, Borrower
recognizes that no facts or representations are ever absolutely certain and it may hereafter discover facts in addition to or
different from those which it presently knows or believes to be true, but that it is the intention of Borrower hereby to fully,
finally and forever settle and release all matters, disputes and differences, known or unknown, suspected or unsuspected;
accordingly, if Borrower should subsequently discover that any fact that it relied upon in entering into this release was untrue, or
that any understanding of the facts was incorrect, Borrower shall not be entitled to set aside this release by reason thereof,
regardless of any claim of mistake of fact or law or any other circumstances whatsoever. Borrower acknowledges that it is not
relying upon and has not relied upon any representation or statement made by Bank with respect to the facts underlying this release
or with regard to any of such party’s rights or asserted rights. This release may be pleaded as a full and complete defense and/or
as a cross-complaint or counterclaim against any action, suit, or other proceeding that may be instituted, prosecuted or attempted
in breach of this release. Borrower acknowledges that the release contained herein constitutes a material inducement to Bank to
enter into the Deferral Agreement, and that Bank would not have done so but for Bank’s expectation that such release is valid and
enforceable in all events. Borrower hereby represents and warrants to Bank, and Bank is relying thereon, that (a), except as
expressly stated herein, neither Bank nor any agent, employee or representative of Bank has made any statement or representation to
Borrower regarding any fact relied upon by Borrower in entering into the Deferral Agreement, (b) Borrower has made such
investigation of the facts pertaining hereto and all of the matters appertaining thereto, as it deems necessary; (c) the terms
hereof are contractual and not a mere recital; (d) the Deferral Agreement has been carefully read by Borrower, the contents hereof are known and understood by Borrower, and the Deferral
Agreement is signed freely, and without duress, by Borrower and (e) Borrower represents and warrants that it is the sole and lawful owner
of all right, title and interest in and to every claim and every other matter which it releases herein, and that it has not heretofore
assigned or transferred, or purported to assign or transfer, to any person, firm or entity any claims or other matters herein released.
Borrower shall indemnify Bank, defend and hold it harmless from and against all claims based upon or arising in connection with prior
assignments or purported assignments or transfers of any claims or matters released herein.


 





 






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		Terms and
                                            Conditions 

Deferral Agreement


 


		8.	Full Force and Effect; Limitations of Deferral Agreement. Other than as expressly provided in the
Deferral Agreement, the terms of the Loan Agreement remain in full force and effect. Bank’s agreement to defer principal payments pursuant
to the Deferral Agreement in no way shall constitute a waiver of or forbearance from any existing defaults under any of the Loan Documents,
nor shall it obligate Bank to defer any future payments or waive or forbear from any future defaults under any of the Loan Documents.
Nothing in the Deferral Agreement shall constitute a satisfaction of the Obligations. It is the intention of Bank and Borrower to retain
as liable parties all makers of Loan Documents, unless the party is expressly released by Bank in writing. No maker will be released by
virtue of the Deferral Agreement.



 


		9.	Miscellaneous.



 


		a.	The Deferral Agreement may be executed and delivered in any number of counterparts and all of such counterparts
taken together shall be deemed to constitute one and the same instrument.



 


		b.	The words “execution,” “signed,”
“signature” and words of like import in any Loan Document, including the Deferral Agreement, shall be deemed to include
electronic signatures, including any Electronic Signature as defined in the Electronic Transactions Law (2003 Revision) of the Cayman
Islands (the “Cayman Islands Electronic Signature Law”), or the keeping of records in electronic form, including any
Electronic Record, as defined in Cayman Islands Electronic Signature Law, 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 system, 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 or
the Cayman Islands Electronic Signature Law; provided, however that sections 8 and 19(3) of the Cayman Islands Electronic Signature Law
shall not apply to this Deferral Agreement or the execution or delivery thereof.



 


		c.	The Deferral Agreement shall be effective as of the Deferral
Agreement Effective Date.



 


		d.	The Deferral Agreement is a Loan Document and will be construed,
interpreted, and applied in accordance with the laws of the jurisdiction whose laws govern the Loan Agreement (excluding its body of
law controlling conflicts of law). Each party to the Deferral Agreement submits to the jurisdiction of the same state and federal courts
to which it submitted under the Loan Agreement.



 


		e.	In the event of any action or proceeding to enforce the Deferral
Agreement, Bank shall be entitled to recover from Borrower its attorneys’ fees and expenses, disbursements and court costs.



 


[End of Terms and Conditions
– Annex and Consent and Ratification Follow]


 





 






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Annex
 

Deferral Agreement


 


Additional Borrowers


 


Deferral
Agreement Effective Date: 15-Apr-20




Borrower:
Beamr Imaging Ltd 514331552



 


This Annex forms a part of the Deferral Agreement dated
as of the date indicated above between Silicon Valley Bank and Borrower, as defined above. Capitalized terms used but not defined in this
Annex shall have the meanings ascribed to them in the Deferral Agreement.


 


Each of the undersigned (collectively, the “Additional
Borrowers”) is a party to the Loan Agreement and hereby agrees to the terms and conditions set forth in the Deferral Agreement.
Upon its execution hereof, each Additional Borrower shall be deemed to be a party to the Deferral Agreement.


 


	Beamr Inc 300847600	 	 
	 	 	 
	By:	/s/ Sharon Carmel	 	By:	 
	Name: 	Sharon Carmel	 	Name:
	Title:	Director	 	Title:


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:
	 	 	 	 
	 	 	 



 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:



 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:



 





 






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Consent and Ratification
 

Deferral Agreement


 


This Consent and Ratification
should be signed only to the extent that the Deferral Agreement to which it is attached indicates that it is applicable. Otherwise, this
Consent and Ratification is not applicable and void and the following signature blocks should be left blank.


 


Each of the undersigned, in its capacity
as a guarantor or pledgor of the Obligations under the Loan Agreement and the other Loan Documents, acknowledges receipt of the Deferral
Agreement. Each of the undersigned further: (i) consents to the Deferral Agreement and the transactions and agreements contemplated thereby;
(ii) reaffirms and acknowledges its continuing obligations under the guaranty, pledge agreement or other Loan Document(s) to which
it is a party, and that such obligations remain in full force and effect; and (iii) acknowledges that Bank may, but shall be under
no obligation to, obtain from the undersigned from time to time further acknowledgment of its continuing obligation under such agreement(s)
or with respect to any extension of the time for payment of the Obligations or of any amendment of the terms thereof, waiver of any default,
or forbearance in the exercise of any remedy afforded Bank by the terms of such Obligations or by law.


 


	Beamr Imaging Ltd 514331552	 	Beamr Inc 300847600
	 	 	 
	By:	/s/ Sharon Carmel	 	By:	/s/ Sharon Carmel
	Name: 	Sharon Carmel	 	Name: 	Sharon Carmel
	Title:	CEO	 	Title:	Director


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:
	 	 	 	 
	 	 	 


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:
	 	 	 	 
	 	 	 


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:


 


	By:	 	 	By:	 
	Name: 	 	 	Name:
	Title:	 	 	Title:


 


 


 


 


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