RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • May 28th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of May 24, 2024 (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 (“Madryn Cayman,” and together with Madryn, the “Lenders”).
EXCHANGE AGREEMENTExchange Agreement • May 28th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This EXCHANGE AGREEMENT (this “Agreement”), dated as of May 24, 2024, is entered into by and among Venus Concept Inc. (the “Company”), Venus Concept USA Inc., a wholly-owned subsidiary of the Company (“Venus USA”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Madryn Cayman,” and together with Madryn, the “Lenders”). The Company, Venus USA and the Lenders are referred to collectively as the “Parties.”
BRIDGE LOAN AMENDMENT AGREEMENTBridge Loan Amendment Agreement • May 28th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS BRIDGE LOAN AMENDMENT AGREEMENT (the “Agreement”) dated as of May 24, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (the “Venus Canada”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel “Venus Israel” and, together with Venus Concept and Venus Canada, the “Guarantors”; the Borrower and the Guarantors shall be referred to herein, collectively, as the “Loan Parties”), (e) each lender party hereto (the “Lenders”) and (f) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent (the “Agent”).
AMENDMENT TO SECURED SUBORDINATED CONVERTIBLE NOTESSecured Subordinated Convertible Notes • May 28th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus
This Amendment to Secured Subordinated Convertible Notes (this “Amendment”), dated as of May 24, 2024 (the “Effective Date”), is entered into by and among Venus Concept Inc., a Delaware corporation (the “Company”), Venus Concept USA Inc. (“Venus USA”), Venus Concept Canada Corp. (“Venus Canada”), Venus Concept Ltd. (“Venus Israel” and together with Venus USA and Venus Canada, the “Guarantors”), Madryn Health Partners, LP, a Delaware limited partnership (“Madryn”), Madryn Health Partners (Cayman Master), LP, a Cayman Islands limited partnership (“Madryn Cayman,” and together with Madryn, each in their capacity as Holder under the Notes, the “Investors”), and Madryn Health Partners, LP, in its capacity as Collateral Agent under the Guaranty and Security Agreement (the “Collateral Agent”, and together with the Company, the Guarantors and the Investors, the “Parties”).
LOAN AMENDMENT AND CONSENT AGREEMENTLoan Amendment and Consent Agreement • May 28th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • York
THIS LOAN AMENDMENT CONSENT AGREEMENT (the “Agreement”) dated as of May 24, 2024 (the “Effective Date”) is entered into among (a) VENUS CONCEPT USA INC., a Delaware corporation (the “Borrower”), (b) VENUS CONCEPT INC., a Delaware corporation (the “Venus Concept”), (c) VENUS CONCEPT CANADA CORP., a corporation incorporated under the laws of the Province of Ontario (the “Venus Canada”), (d) VENUS CONCEPT LTD., a company formed under the Companies Law of Israel “Venus Israel” and, together with Venus Concept and Venus Canada, the “Guarantors”; the Borrower and the Guarantors shall be referred to herein, collectively, as the “Loan Parties”), and (e) each of (i) MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership (“Madryn Health”) and (ii) MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP, a Cayman Islands limited partnership (“Madryn Cayman” and, together with Madryn Health, the “Lenders”; together the Lender and the Loan Parties are hereinafter referred to as the “Parties”). Capitalized t
