THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Venus Concept Inc. • January 19th, 2024 • Surgical & medical instruments & apparatus • New York
THIS INSTRUMENT IS SUBORDINATED TO ALL INDEBTEDNESS NOW OR HEREAFTER OWING BY THE MAKER TO CITY NATIONAL BANK OF FLORIDA, AS PROVIDED IN THOSE CERTAIN SUBORDINATION OF DEBT AGREEMENTS DATED AS OF JANUARY 18, 2024.
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 19th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS GUARANTY AND SECURITY AGREEMENT dated as of January 18, 2024 (as amended, modified, restated or supplemented from time to time, this “Agreement”) is by and among the parties identified as “Obligors” on the signature pages hereto and such other parties as may become Obligors hereunder after the date hereof (individually an “Obligor”, and collectively the “Obligors”) and EW Healthcare Partners, L.P., as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
NOTE PURCHASE AND REGISTRATION RIGHTS AGREEMENTNote Purchase and Registration Rights Agreement • January 19th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS NOTE PURCHASE AND REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2024, by and among Venus Concept Inc., a Delaware corporation with principal executive offices located at 235 Yorkland Blvd, Suite 900, Toronto, Ontario M2J 4Y8 (the “Company”), the Guarantors (as defined below) and each investor identified on the signature pages hereto (each, an “Investor” and collectively, the “Investors”), and EW Healthcare Partners, L.P., as collateral agent (in such capacity, the “Collateral Agent”).
SUBORDINATION OF DEBT AGREEMENTSubordination of Debt Agreement • January 19th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This SUBORDINATION OF DEBT AGREEMENT is entered into as of January 18, 2024 (the “Agreement”), by and among (a) EW HEALTHCARE PARTNERS, L.P. and EW HEALTHCARE PARTNERS-A, L.P. (collectively, the “Junior Lender”), whose address is 21 WaterWay Ave, Suite 225, The Woodlands, TX 77380, (b) 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, (c) VENUS CONCEPT INC., a Delaware corporation (the “Issuer”), whose address is 1880 N. Commerce Parkway, Suite 2, Weston, Florida 33326, (d) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (the “Canadian Guarantor”), whose address is 255 Consumers Road, Suite 110, Toronto, Ontario M2J 1R4, (e) VENUS CONCEPT USA INC., a Delaware corporation (the “US Guarantor”), whose address is 1880 N. Commerce Parkway, Suite 2, Weston, Florida 33326 and (f) VENUS CONCEPT LTD., a company formed under the Companies Law
LOAN MODIFICATION AGREEMENTLoan Modification Agreement • January 19th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This Loan Modification Agreement (this “Modification”), dated as January 18, 2024, is made by and among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) each of (i) VENUS CONCEPT INC., a Delaware corporation (the “Venus Inc.”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (“Venus Canada” and, together with Venus Inc., the “Existing Guarantors”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel (the “Israeli Grantor” and, together with the Existing Guarantors, the “Guarantors”; the Guarantors, together with the Borrower, 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 “Madryn Junior Creditors”; the Madryn Junior Cred
