0001193125-19-286952 Sample Contracts
VENUS CONCEPT INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [DATE] by and between Venus Concept, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
Standard Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 7, 2019, is made by and among Venus Concept Inc. (formerly named Restoration Robotics, Inc. (“Restoration Robotics”)), a Delaware corporation (the “Company”) and the investors listed on Schedule I hereto (together with their Permitted Transferees that become party hereto, the “Investors”).
SECURITY AGREEMENTSecurity Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS SECURITY AGREEMENT dated as of October 11, 2016 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Visium Healthcare Partners, LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
CREDIT AGREEMENT Dated as of October 11, 2016 among VENUS CONCEPT CANADA CORP. and VENUS CONCEPT USA INC. as the Borrowers, VENUS CONCEPT LTD., as the Parent, CERTAIN OTHER SUBSIDIARIES OF THE PARENT, as the Guarantors, VISIUM HEALTHCARE PARTNERS, LP,...Credit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT is entered into as of October 11, 2016 among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto and VISIUM HEALTHCARE PARTNERS, LP, a Delaware limited partnership, as Administrative Agent.
Venus Concept Canada Corp. EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Ontario
This Employment Agreement (the “Agreement”) is made and entered into by and between Domenic Serafino (“Executive”) and the “Company (together referred to herein as the “Parties”), effective as of January 1, 2016 (the “Effective Date”).
OMNIBUS AMENDMENT AND WAIVEROmnibus Amendment and Waiver • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Delaware
THIS OMNIBUS AMENDMENT AND WAIVER (this “Agreement”) dated as of July 26, 2019 (the “Eighth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • England and Wales
This Employment Agreement (this “Agreement”) is entered into, on this 6th day of August 2019 by and between Venus Concept UK Ltd, a wholly owned subsidiary of Venus Concept, Ltd. (the “Employer”), and Soeren Maor Sinay of [XXX] (the “Executive”) regarding Executive’s work as the Chief Operating Officer of Venus Concept, Ltd. (“the Company”) (together referred to herein as the “Parties”).
SEVENTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVERCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND WAIVER (this “Agreement”) dated as of June 25, 2019 (the “Seventh Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT AGREEMENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND CONSENT AGREEMENT (this “Agreement”) dated as of February 15, 2018 (the “Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS SIXTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT (this “Agreement”) dated as of April 25, 2019 (the “Sixth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
TENTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND JOINDER AGREEMENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS TENTH AMENDMENT TO CREDIT AGREEMENT, CONSENT AND JOINDER AGREEMENT (this “Agreement”) dated as of November 7, 2019 (the “Tenth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), VENUS CONCEPT INC., a Delaware corporation (the “Super Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as the context shall require.
ContractWarrant Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
FIRST AMENDMENT TO CREDIT AGREEMENT AND INVESTMENT DOCUMENTSCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND INVESTMENT DOCUMENTS (this “Agreement”) dated as of May 25, 2017 (the “Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of March 15, 2019 (the “Fifth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2019, by and among Restoration Robotics, Inc., a Delaware corporation (the “Company”), Venus Concept Ltd., a company organized under the laws of Israel (“Venus Concept”), and the investors listed on the Schedule of Buyers attached hereto and any additional investors that become parties to this Agreement in accordance with Section 1(c) hereof (individually, a “Buyer” and collectively, the “Buyers”).
THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVERCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND WAIVER (this “Agreement”) dated as of August 14, 2018 (the “Third Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a `Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent’), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Existing Credit Agreement (as defined below) or the Amended Credit Agreement (as defined below), as the context shall require.
NINTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS NINTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of August 14, 2019 (the “Ninth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of January 11, 2019 (the “Fourth Amendment Effective Date”) is entered into among VENUS CONCEPT CANADA CORP., an Ontario corporation (“Venus Canada”), VENUS CONCEPT USA INC., a Delaware corporation (“Venus USA” and together with Venus Canada, each a “Borrower” and collectively, the “Borrowers”), VENUS CONCEPT LTD., an Israeli corporation (the “Parent”), the Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
