0001193125-20-083803 Sample Contracts

SECURITY AGREEMENT
Security Agreement • March 24th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus

This SECURITY AGREEMENT dated as of March 20, 2020 (the “Security Agreement”), is executed by VENUS CONCEPT INC., a Delaware corporation, whose address is 235 Yorkland Blvd., Suite 900, Toronto, Ontario, Canada M2J 4Y8 (the “Debtor”), and CITY NATIONAL BANK OF FLORIDA, whose address is 100 S.E. 2nd Street, 13th Floor, Miami, FL 33131 (the “Bank”).

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SECOND AMENDED AND RESTATED GUARANTY OF PAYMENT AND PERFORMANCE
Venus Concept Inc. • March 24th, 2020 • Surgical & medical instruments & apparatus

This Second Amended and Restated Guaranty of Payment and Performance (this “Guaranty”) is made as of this 20th day of March, 2020, by VENUS CONCEPT LTD., an Israeli limited corporation (the “Guarantor”), in favor of CITY NATIONAL BANK OF FLORIDA (“Lender”).

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SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • March 24th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida

THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated as of this 20th day of March, 2020, by and between VENUS CONCEPT USA INC., a Delaware corporation, whose address is 235 Yorkland Blvd., Suite 900, Toronto, ON M2J 4Y8 (“Venus USA”); VENUS CONCEPT CANADA CORP., a Canadian corporation whose address is 255 Consumers Road, Suite 110, Toronto, ON M2J 1R4 (“Venus Canada”), and VENUS CONCEPT INC., a Delaware corporation, whose address is 235 Yorkland Blvd., Suite 900, Toronto, ON M2J 4Y8 (“VCI”), jointly and severally (collectively, the “Borrower”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Lender”), whose address is 100 SE 2nd Street, 13th Floor, Miami, Florida 33131.

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Contract
Intercreditor Agreement • March 24th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York

THIS THIRD AMENDED AND RESTATED INTERCREDITOR AGREEMENT AMENDS, RESTATES AND REPLACES IN ITS ENTIRETY THAT CERTAIN SECOND AMENDED AND RESTATED INTERCREDITOR AGREEMENT DATED AS OF APRIL 25, 2019 BETWEEN MADRYN HEALTH PARTNERS, LP AND CITY NATIONAL BANK OF FLORIDA

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