COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 181 days following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 18, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venus Concept Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractVenus Concept Inc. • March 30th, 2020 • Surgical & medical instruments & apparatus • California
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 THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
MANUFACTURING AGREEMENT FOR CONSUMABLESManufacturing Agreement for Consumables • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • California
This MANUFACTURING AGREEMENT FOR CONSUMABLES (hereinafter referred to as “Agreement”) is made and entered into as of the October 26, 2018. (hereinafter “Effective Date”), by and between NPI SOLUTIONS, (hereinafter “Seller”), having a principal place of business at 685 Jarvis Dr, Morgan Hill, CA 95037, and RESTORATION ROBOTICS, INC., (hereinafter “Buyer”), having a principal place of business at 128 Baytech Drive, San Jose, CA 95134. Seller and Buyer are collectively referred to herein as the “Parties” and individually as a “Party”.
Execution VersionExecution Version • March 30th, 2020 • 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.
Title: Quality Agreement Revision 01 Building 62 Ha’chermesh Street. P.O. Box 6264, Karmiel 21652 FQA Number: [***] 1 of 7 Page Tel: +972-4-9589393. Fax: +972-4-9589494Venus Concept Inc. • March 30th, 2020 • Surgical & medical instruments & apparatus
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of the 7th day of November, 2019, by and between BRIDGE III CA ALVISO TECH PARK, LLC, a Delaware limited liability company (“Landlord”), and VENUS CONCEPT INC., a Delaware corporation formerly known as Restoration Robotics, Inc. (“Tenant”).
Building 62 Ha’chermesh Street, P.O. Box 6264, Karmiel 21652 FQA Number: [***] Effective Date: 10.11.2011 1 of 7 Page Tel: +972-4-9589393, Fax: +972-4-9589494Venus Concept Inc. • March 30th, 2020 • Surgical & medical instruments & apparatus
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.
Head of Medical Advisory BoardBoard Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
The following agreement is made this 1st day of June, 2016 between Dr. Neil Sadick (the Luminary) located at [***] and Venus Concept LTD (the Company) located at 255 Consumers Rd, Toronto Ontario M2J 1R4 for a period of one year with a 60 day notice of termination from either party.
Joint Venture and Shareholders Agreement for Venus Concept Singapore PTE Ltd.Venus Concept Inc. • March 30th, 2020 • Surgical & medical instruments & apparatus
Venus Concept Ltd., a private company incorporated under the laws of the State of Israel (registration no. 514246636) and with offices at 62 Ha’chermesh St. Karmiel, Israel, (“Venus”)
Quality AgreementQuality Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2020, by and among Venus Concept Inc., a Delaware corporation (the “Company”), and the investors listed on the Schedule of Buyers attached hereto as Exhibit A and any additional investor that becomes party to this Agreement in accordance with Section 1(c) hereof (individually, a “Buyer” and collectively, the “Buyers”).
TURN-KEY PROJECT MANUFACTURING AGREEMENT Dated 23 March, 2014Manufacturing Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS AGREEMENT (the “Agreement”) is effective as of 23 March, 2014 (the “Effective Date”), by and between Venus Concept Ltd. an Israeli company having a principal place of business at Building 62 Hahermesh st POB 6264 Karmiel 21652 Israel (“Customer”) and U.S.R. Electronic Systems (1987) Ltd., an Israeli company having its principal place of business at 19 Hanapach st Karmiel, 21617, Israel, and its affiliates and subsidiaries (“USR”).
ASSUMPTION AND AMENDMENT AGREEMENTAssumption and Amendment Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This Assumption and Amendment Agreement (the “Agreement”) is entered into by and between Venus Concept USA Inc. (the “Company”) and Jack Fisher, MD (“Consultant”) as of this 8th day of February, 2018.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March [ ], 2020, is made by and among Venus Concept Inc., a Delaware corporation (the “Company”), and the investors listed on Schedule I hereto (together with their Permitted Transferees that become party hereto, the “Investors”). Terms that are not defined herein, shall have the meaning set forth in the Securities Purchase Agreement (as defined below).
This MASTER ASSET PURCHASE AGREEMENT is dated as of January 26, 2018.Master Asset Purchase Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Ontario
1904247 ONTARIO LTD., a corporation existing under the laws of the Province of Ontario (“IPCo” and together with Solutions Canada and Grafters Canada, the “Canadian Vendors”)
LEASE BETWEEN (the “Landlord”) - and - VENUS CONCEPT CANADA CORP. (the “Tenant”) SUITES 106 AND 900 THE ENTIRE 9th FLOOR AND A PORTION OF THE 1st FLOOR TORONTO, ONTARIOLease • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS LEASE, dated March 29, 2019, is made by the Landlord and the Tenant named in it who, in consideration of the rents, covenants and agreements contained in this Lease, covenant and agree as follows:
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus
This Employment Agreement (this “Agreement”) is entered by and between Venus Concept Ltd., with offices at 2nd Hyetzira st, Yokneam, Israel (the “Company”); and Mr. Boris Vaynberg I.D No. [***] residing at [***] (the “Employee”).
