Exhibit 10.28


 


TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT
(this “Agreement”) is entered into this 30th day of March 2020 (the “Effective Date”), by and
between MOTUS GI HOLDINGS, INC., a Delaware corporation, having a mailing address of 1301 E. Broward Boulevard, Fort Lauderdale,
Florida 33301 (“Tenant”) and 720 UNIVERSITY PROPERTY, LLC, a Delaware limited liability company, having
a mailing address c/o Hilco Redevelopment Partners, 99 Summer Street, Suite 1110, Boston, Massachusetts 02110 (“Landlord”).


 


WHEREAS, Landlord and
Tenant entered into a certain Indenture of Lease dated March 11, 2020 (the “Lease”) for certain premises as described
in the Lease at the building located at 720 University Avenue in Norwood, Massachusetts. All capitalized words and phrases not
otherwise defined herein shall have the meanings ascribed to them in the Lease.


 


WHEREAS, in connection
with the Lease, the parties also entered into (a) a certain letter agreement dated January 22, 2020 regarding reimbursement of
architectural and engineering fees (the “Reimbursement Agreement”), and (b) a certain Subordination., Nondisturbance
and Attornment Agreement dated March 11, 2020 with Cambridge Savings Bank (the “SNDA”).


 


WHEREAS, Tenant has
expressed an interest in terminating the Lease prior to the Commencement Date and Landlord has agreed to the same subject to the
provisions of this Agreement.


 


NOW THEREFORE, in consideration
of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:


 


1. Termination
Payment. In consideration of Landlord agreeing to an early termination of the Lease, as of the date hereof Tenant has paid
to Landlord the sum of One Hundred and Seventy Thousand Dollars ($170,000.00) (the “Termination Fee”). Accordingly,
all of the Lease, Reimbursement Agreement, and SNDA shall be deemed terminated as of the date hereof.


 


2. Security
Deposit. The parties hereby acknowledge that Landlord is holding a Security Deposit in the form of a letter of credit in the
amount of $65,954.32 pursuant to the Lease. Promptly after the date hereof, Landlord shall return the original letter of credit
to Tenant.


 


3. Mutual
Release. As of the Effective Date as to Tenant, and as of the date of Tenant’s receipt of the returned original letter
of credit as to Landlord, Landlord and Tenant (and each of their respective members, partners, officers, directors, shareholders,
principals, agents, trustees and employees and their respective successors and assigns, as applicable) shall be released of any
and all obligations arising under or in connection with the Lease, the Premises, the Reimbursement Agreement and/or the SNDA, whether
arising before or after the Effective Date.


 


4. Complete
Agreement. This Agreement contains the complete and entire agreement of the parties hereto and shall not be amended or modified
in any way except by a written amendment signed by both Landlord and Tenant. Tenant hereby acknowledges and confirms that it has
not relied upon any promises or representations made by any representative of Landlord which are not expressly set forth in this
Agreement.


 






     


     


    

 


5. Successors
and Assignees. This Agreement shall be binding upon, and inure to the benefit of, the respective heirs, successors and assigns
of Landlord and Tenant. Without limitation, in no event will this Agreement, or the rights and claims of Tenant hereunder, be assigned
or transferred by Tenant.


 


6. Severability.
In the event any provision of this Agreement shall be found to be invalid, that provision shall be severed and the remaining provisions
shall remain in full force and effect.


 


7. Time
is of the Essence. Landlord and Tenant acknowledge and agree that time is of the essence with respect to all of the terms and
conditions of this Agreement.


 


8. Confidentiality.
Tenant will keep the terms and conditions of this Agreement strictly confidential and will not disclose any of said terms and conditions
with any third-parties, without the prior consent of Landlord in each instance.


 


9. No
Brokers. Each of Landlord and Tenant represents and warrants to the other that it has not dealt with any broker or agent in
connection with this Agreement, and that, to the best of its knowledge, no other broker negotiated this Agreement or is entitled
to any fee or commission in connection herewith. Each of Landlord and Tenant shall indemnify, defend, protect and hold the other
party harmless from and against any and all losses, liabilities, damages, claims, judgments, fines, suits, demands, costs, interest
and expenses of any kind or nature (including reasonable attorneys’ fees and disbursements) arising out of any breach by
the indemnifying party of the foregoing representations.


 


10. Authority.
Each party represents and warrants to the other that: (a) all necessary respective corporate, trust and partnership actions on
the part of each party to be taken in connection with the execution, delivery, and performance of this Agreement have been duly
and effectively taken; and (b) the execution, delivery and performance by each party of this Agreement does not constitute a violation
or breach of such party's respective charter documents, partnership documents, operating agreement, by-laws or any other agreement
or law by which such party is bound.


 


11. When
Agreement Becomes Binding. This Agreement shall become effective and binding only upon the execution and delivery hereof by
both Landlord and Tenant.


 


12. Counterparts.
This Agreement may be executed in any number of counterparts, each copy of which is identical, and any one of which shall be deemed
to be complete in itself and may be introduced in evidence or used for any purpose without the production of the other copies. 
This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and
shall have the same force and effect as an original signature.  Without limitation, in addition to electronically produced
signatures, “electronic signature” shall include faxed versions of an original signature or electronically scanned
and transmitted versions (e.g., via pdf) of an original signature.


 


[SIGNATURE PAGE FOLLOWS]


 




     


     


    

  


IN WITNESS WHEREOF, Landlord and Tenant
executed this Agreement on the date first above written.


 


	TENANT	 	LANDLORD
	 	 	 
	MOTUS GI HOLDINGS, INC.	 	720 UNIVERSITY PROPERTY, LLC
	 	 	 
	By:	/s/ Andrew Taylor	 	By:	/s/ Anne Garr
	 	Name: Andrew Taylor	 	 	Name: Anne Garr
	 	Title: Chief Financial Officer	 	 	Title: General Counsel of Managing Member


 


[Signature Page to Early Termination Agreement]