RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • October 5th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 4, 2023 (this “Agreement”), has been entered into by and among VENUS CONCEPT INC., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Cayman Master,” and together with Madryn, the “Noteholders”).
SUBORDINATION OF DEBT AGREEMENTSubordination of Debt Agreement • October 5th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This SUBORDINATION OF DEBT AGREEMENT is entered into as of October 4, 2023 (the “Agreement”), by and among MADRYN HEALTH PARTNERS, LP and MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP (collectively, the “Junior Lender”), whose address is 140 E. 45th Street, 15th Floor, Suite B, New York, New York 10017, CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Senior Lender”), whose address is 100 S.E. 2nd Street, 13th Floor, Miami, Florida 33131, and VENUS CONCEPT LTD., a company formed under the Companies Law of Israel (the “Debtor”), whose address is 6 Hayozma, Yokne’am, Illit, Israel 2069200.
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • October 5th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This Loan Modification Agreement (this “Modification”), dated as October 4, 2023, is made by and among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Original Guarantor”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (the “New Guarantor” and, together with the Original Guarantor, the “Guarantors”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel (the “Israeli Grantor” and, together with the Guarantors, the “Joinder Parties”; the Borrower, and the Joinder Parties shall be referred to herein, collectively, as the “Loan Parties”), (e) CITY NATIONAL BANK OF FLORIDA, as the lender (the “Lender”) and (f) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn US”) and (ii) MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, a Cayman Islands limited partnership (“Madryn Cayman” and, together with Madryn US, the “Junior Cr
EXCHANGE AGREEMENTExchange Agreement • October 5th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
