Exhibit 10.26


 


SECOND
Amendment


to


Loan
and security agreement


 


This
Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 25th day
of February, 2020, by and among (a) SILICON VALLEY BANK (“Bank”) and (b) (i) MOTUS GI HOLDINGS, INC.,
a Delaware corporation (“Holdings”) and (ii) MOTUS GI, INC., a Delaware corporation (“GI, Inc.”)
(Holdings and GI, Inc. are jointly and severally, individually and collectively, the “Borrower”).


 


Recitals


 


A. Bank
and Borrower have entered into that certain Loan and Security Agreement dated as of December 13, 2019, as amended by that certain
Joinder and First Amendment to Loan and Security Agreement dated as of February 7, 2020, between Bank and Borrower (as the same
may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).


 


B. Bank
has extended credit to Borrower for the purposes permitted in the Loan Agreement.


 


C. Borrower
has requested that Bank amend the Loan Agreement to (i) permit Investments by Borrower in Israeli Subsidiary (as defined below)
and (ii) make certain other revisions to the Loan Agreement as more fully set forth herein.


 


D. Bank
has agreed to so amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject
to the conditions and in reliance upon the representations and warranties set forth below.


 


Agreement


 


Now,
Therefore, in consideration of the foregoing
recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to
be legally bound, the parties hereto agree as follows:


 


1. Definitions.
Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan
Agreement.


 


2. Amendments
to Loan Agreement.


 


2.1
Section 13 (Definitions). The definition of “Permitted Indebtedness” set forth in Section 13.1 of the
Loan Agreement is amended by (i) deleting “and” at the end of subsection (f), (ii) deleting “.” at
the end of subsection (g) and inserting “; and” in lieu thereof, and (iii) inserting the following provision to
appear as a new subsection (h) thereof:


 


“(h)
(i) Indebtedness of any Borrower to any other Borrower, (ii) Indebtedness of any Borrower to any Subsidiary, or (iii) Indebtedness
of any Subsidiary, including the Israeli Subsidiary (other than a Borrower) to any Borrower or any other Subsidiary, provided
that Indebtedness of any Subsidiary to any Borrower shall constitute a Permitted Investment.”


 






     


    	 



    

 


2.2
Section 13 (Definitions). The definition of “Permitted Investments” set forth in Section 13.1 of the
Loan Agreement is amended by (i) deleting “and” at the end of subsection (f), (ii) deleting “.” at
the end of subsection (g) and inserting “;” in lieu thereof, and (iii) inserting the following provisions to
appear as a new subsection (h) and (i) thereof:


 


“(h)
Investments by Borrower in Israeli Subsidiary for ordinary course expenses, so long as (i) an Event of Default does not exist
at the time of any such Investment and would not exist after giving effect to any such Investment, and (ii) Borrower is in compliance
with Section 6.6(a) hereof; and


 


(i)
Investments by Borrower in another Borrower.”


 


2.3
Section 13 (Definitions). Section 13.1 of the Loan Agreement is amended by inserting the following new term and
its respective definition to appear alphabetically therein:


 


““Israeli
Subsidiary” is Motus GI Medical Technologies, Ltd., an Israeli corporation.”


 


3. Limitation
of Amendments.


 


3.1 The
amendments set forth in Section 2 above are effective for the purposes set forth herein and shall be limited precisely
as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or
condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in
the future under or in connection with any Loan Document.


 


3.2 This
Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations,
warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and
confirmed and shall remain in full force and effect.


 


4. Integration.
This Amendment and 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 this Amendment and the Loan Documents merge into this Amendment and the Loan
Documents.


 


5. Counterparts.
This Amendment may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.


 


6. Effectiveness.
This Amendment shall be deemed effective upon (a) the due execution and delivery to Bank of this Amendment by each party
hereto and (b) Borrower’s payment to Bank of Bank’s legal fees and expenses incurred in connection with this
Amendment.


 


[Signature
page follows.]


 






     


    	 



    

 


In
Witness Whereof, the parties hereto have caused
this Amendment to be duly executed as a sealed instrument under the laws of the Commonwealth of Massachusetts and delivered as
of the date first written above.


 


	BANK	 	BORROWER
	 	 	 	 
	SILICON VALLEY BANK	 	MOTUS GI HOLDINGS, INC.
	 	 	 	 	 
	By:	/s/
Sam Subilia	 	By:	/s/
Timothy P. Moran
	Name: 	Sam
Subilia	 	Name:	Timothy
P. Moran
	Title:	Director	 	Title:	Chief
Executive Officer
	 	 	 	 	 
	 	 	 	MOTUS GI, INC.
	 	 	 	 	 
	 	 	 	By:	/s/
Timothy P. Moran
	 	 	 	Name: 	Timothy
P. Moran
	 	 	 	Title:	Chief
Executive Officer