EX-10.3



 Exhibit 10.3 

Execution Version 

WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

This WAIVER AND SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and
entered into as of May 13, 2015 by and among GC AESTHETICS FINANCE LIMITED, a private limited company incorporated in Ireland (the “Borrower”) and ROYALTY OPPORTUNITIES S.À R.L., a Luxembourg
société à responsabilité limitée (together with its Affiliates, successors, transferees and assignees, the “Lender”). 

WHEREAS, the Borrower and the Lender entered into an Amended and Restated Credit Agreement, dated as of November 26, 2014, as
amended by a certain First Amendment to Amended and Restated Credit Agreement, dated as of April 27, 2015 (as so amended, the “Credit Agreement”), pursuant to which the Lender has extended credit to the Borrower on the terms
set forth therein; 
 WHEREAS, the financial statements delivered by the Borrower to the Lender for the Fiscal Quarter ended
December 31, 2014 will be restated to reflect certain changes with respect to recognition of revenue, and therefore an Event of Default has occurred under Section 9.1.3 of the Credit Agreement (the “Financial Statements
Default”); 
 WHEREAS, the Borrower has requested that the Lender waive the Financial Statements Default; 

WHEREAS, the Borrower has requested that the Credit Agreement be amended to lower the minimum liquidity financial covenant; and 

WHEREAS, pursuant to Section 12.1 of the Credit Agreement, the Credit Agreement may be amended by an instrument in writing signed
by each of the Borrower and the Lender. 
 NOW, THEREFORE, in consideration of the mutual agreements herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

1. Definitions; Loan Document. Capitalized terms used herein without definition shall have the meanings assigned to such
terms in the Credit Agreement. This Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents. 

2. Amendment to Section 8.4.1. Section 8.4.1 of the Credit Agreement is hereby amended by replacing the amount
“€3,000,000” with the amount “€2,000,000”. 
 3. Waiver. The Lender hereby waives the Financial
Statements Default and agrees not to exercise any rights or remedies that may be available to it as a result of the occurrence thereof. 







 4. Conditions to Effectiveness of Amendment. This Amendment shall become
effective upon receipt by the Lender and the Borrower of a counterpart signature of the other to this Amendment duly executed and delivered by each of the Lender and the Borrower.  

5. Expenses. The Borrower agrees to pay on demand all reasonable expenses of the Lender (including, without limitation,
the reasonable fees and out-of-pocket expenses of Covington & Burling LLP, counsel to the Lender, and of local counsel, if any, who may be retained by or on behalf of the Lender) incurred in connection with the negotiation, preparation,
execution and delivery of this Amendment. 
 6. Representations and Warranties. The Borrower represents and warrants to
the Lender that, with respect to the financial statements attached hereto as Exhibit A for the Fiscal Quarter ended December 31, 2014, such financial statements have been prepared in accordance with IFRS, consistently applied, and
present fairly the consolidated financial condition of the Persons covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to the absence of footnotes. 

7. Counterparts; Governing Law. This Amendment may be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of such when so executed and delivered shall be an original, but all of such counterparts shall together constitute but one and the same agreement. Delivery of an executed counterpart of a signature page of this Amendment
by fax transmission or other electronic mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

[Remainder of Page Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the day and year first above written. 
  

			
	 GC AESTHETICS FINANCE LIMITED

as the Borrower

		
	By:		 /s/ Barry Hatt

	Name: Barry Hatt
	Title: Director
	
	ROYALTY OPPORTUNITIES S.À R.L.,,
as the Lender
	
	 By OrbiMed Advisors, LLC,,
 its
investment manager

		
	By:		 /s/ Sven H. Borho

	Name: Sven H. Borho
	Title: Member


 Signature Page to Second Amendment to Amended and Restated Credit Agreement 







 EXHIBIT A 

  
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	GLOBAL CONSOLIDATED AESTHETICS LIMITED	  	 	 	 	 	 
	 Profit and Loss Statement YTD Dec 2014
	  	2014 YTD	 
	 	  	Actual	 	 	Prior Year	 
	 	  	€’000s	 	 	€’000s	 
	 Sales
	  				 			
	 Turnover
	  	 	39,786	 	 	 	33,574	 
	 Cost of Sales
	  				 			
	 Raw Materials purchases
	  	 	(10,014	)	 	 	(5,827	)
	 Payroll and related costs
	  	 	(7,560	)	 	 	(5,610	)
	 Other production costs
	  	 	(3,718	)	 	 	(3,000	) 
	 Finished goods movement
	  	 	2,443	  	 	 	(1,834	) 
		  	  
	  
	 	 	  
	  
	 
	 Cost of Sales
		 	(18,849	) 		 	(16,270	) 
		  	  
	  
	 	 	  
	  
	 
	 Gross margin
		 	20,937	 		 	17,304	 
	 Gross margin %
		 	54	%		 	54	%
	 Overheads
								
	 Administration expenses
								
	 Salaries & social welfare costs
		 	(6,415	)		 	(3,853	)
	 Other employee costs
		 	(423	)		 	(498	)
	 Recruitment
		 	(468	)		 	(202	)
	 Sub-contractors
		 	(582	)		 	(620	)
	 Travel and entertainment
		 	(995	)		 	(772	)
	 Rent & Rates
		 	(310	)		 	(362	)
	 Repairs
		 	(99	)		 	(109	)
	 Fuel, light and power
		 	(56	)		 	(74	)
	 Insurance Stationery
		 	(450	)		 	(503	)
	 and post Telephone,
		 	(133	)		 	(106	)
	 fax and IT
		 	(318	)		 	(277	)
	 Professional fees
		 	(444	)		 	(1,004	)
	 Audit and tax compliance fees
		 	(478	)		 	(437	)
	 Other taxes Sundry
		 	(218	)		 	(194	)
	 expenses
		 	(174	)		 	(212	)
	 Management charges
						 	—  	 
	 Board Costs
		 	(1	)		 	(51	)
	 Legal fees
		 	(825	)		 	—  	 
		  	  
	  
	 	 	  
	  
	 
	 Admin Expenses
		 	(12,387	)		 	(9,274	)
	 Sales and Marketing expenses
								
	 Salaries and social welfare costs
		 	(5,941	)		 	(3,403	)
	 Recruitment
		 	(354	)		 	(88	)
	 Sub-contractors
		 	(1,054	)		 	(355	)
	 Travel and entertainment
		 	(1,093	)		 	(716	)
	 Rent & Rates
		 	(96	)		 	(30	) (7)
	 Repairs
		 	(1	)		 	(12	) (7)
	 Fuel, light and power
		 	(14	)		 	(16	)
	 Insurance Stationery and
		 	(19	)		 	(125	)
	 post Telephone, fax and
		 	(18	)		 	(93	)
	 IT Legal & professional
		 	(141	)		 	(23	) (2)
	 fees
		 	(56	)		 	(12	)
	 Audit and tax compliance fees
		 	(59	)		 	(1,433	)
	 Other taxes
		 	(3	)		 	(32	)
	 Sundry expenses
		 	(36	)		 	—  	 
	 Advertising
		 	(3,124	)		 	(578	)
	 Bonus programme and free product
		 	(155	)		 	(1	)
	 Discount allowed
						 	—  	 
	 Bad debts
		 	(960	)		 	—  	 
	 Other
		 	(41	)				
	 Agents Commission Payments
		 	(461	)				
	 Legal fees
		 	(78	)				
		  	  
	  
	 	 	  
	  
	 
	 Sales and Marketing Expenses
		 	(13,703	)		 	(6,935	)
	 R&D costs
								
	 Salaries and social welfare costs
		 	(810	)		 	(1,041	)
	 Travel
		 	(68	)		 	(32	)
	 Consultants
		 	(181	)		 	(98	)
	 R&D Product Development
		 	(12	)		 	(21	) (8)
	 Other
		 	(131	)		 	39	 
	 R&D Capitalisation
		 	66	 				
		  	  
	  
	 	 	  
	  
	 
	 R&D Costs
		 	(1,136	)		 	(1,162	)
	 Other operating expenses
								
	 Foreign currency losses
		 	(558	)		 	(623	)
	 Other
		 	(548	)		 	(5	)
		  	  
	  
	 	 	  
	  
	 
	 Other Operating Income/Expenses
		 	(1,106	)		 	(629	)
		  	  
	  
	 	 	  
	  
	 
	 Total Overhead costs
		 	(28,333	)		 	(17,999	)
	 As % of sales
		 	-71	%		 	-54	%
	 EBITDA
		 	(7,396	)		 	(695	)
	 Exceptional Expenses
								
	 PMA
		 	—  	 		 	(252	)
	 Other
		 	—  	 		 	(1,512	)
		  	  
	  
	 	 	  
	  
	 
	 Total Exceptional Expenses
						 	(1,765	)
	 EBITDA after Exceptional Expenses
		 	(7,396	)		 	(2,459	)
	 Depreciation Charge
		 	(77	)		 	(884	)
	 Amortisation of intangible assets
		 	(3,916	)		 	(4,023	)
		  	  
	  
	 	 	  
	  
	 
	 Depreciation and Amortisation
		 	(3,993	)		 	(4,907	)
		  	  
	  
	 	 	  
	  
	 
	 EBIT
		 	(11,389	)		 	(7,366	)
	 Interest and Dividends
		 	(50,551	)		 	(4,803	)
	 Tax
		 	215	 		 	(8	)
		  	  
	  
	 	 	  
	  
	 
	 Net profit
		 	(61,725	)		 	(12,178	)
		  	  
	  
	 	 	  
	  
	 


  
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	GLOBAL CONSOLIDATED AESTHETICS LIMITED	  	Actual	 	 	Actual	 
	 Cashflow Statement YTD Dec 2014
	  	YTD 2014	 	 	YTD 2013	 
	 €’000
	  				 			
	 EBITDA
	  	 	(7,396	) 	 	 	(2,459	) 
	 Addbacks/(Deductions):
	  				 			
	 Other including FX on Cash, non-cash items etc
	  	 	0	  	 	 	0	  
		  	  
	  
	 	 	  
	  
	 
			 	(7,396	) 		 	(2,459	) 
	 Trade and other receivables
		 	(7,589	) 		 	(2,739	) 
	 Inventory
		 	(3,679	) 		 	1,796	  
	 Trade and other payables
		 	6,538	  		 	2,895	  
		  	  
	  
	 	 	  
	  
	 
	 Working Capital Movement
		 	(4,730	) 		 	1,952	  
		  	  
	  
	 	 	  
	  
	 
	 Net cash from operations
		 	(12,125	) 		 	(507	) 
	 Tax paid
		 	(418	) 		 	(219	) 
	 Capital and development expenditure
		 	(1,414	) 		 	(492	) 
		  	  
	  
	 	 	  
	  
	 
	 Total capex / Tax paid
		 	(1,831	) 		 	(711	) 
	 Financing
								
	 Net loan repayments
		 	21,225	  		 	(476	) 
	 Net Lease repayments
		 	(118	) 		 	(270	) 
	 Interest payments
		 	(2,541	) 		 	(1,034	) 
	 Shareholder loans
		 	(207	) 		 	5,527	  
	 Proceeds for the issuance of ordinary shares
		 	4,382	  		 	(989	) 
	 Deferred Consideration
		 	(720	) 		 	(2	) 
	 Release of lease security
		 	400	  		 	—  	  
		  	  
	  
	 	 	  
	  
	 
	 Net cash inflow/(outflow)
		 	8,463	  		 	1,539	  
		  	  
	  
	 	 	  
	  
	 
	 Opening cash
		 	3,280	  		 	1,845	  
	 Movement for month
		 	8,463	  		 	1,539	  
	 FX Movement in cash and cash equivalents
		 	—  	  		 	(104	) 
		  	  
	  
	 	 	  
	  
	 
	 Closing cash balance
		 	11,743	  		 	3,280	  
		  	  
	  
	 	 	  
	  
	 


  
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	GLOBAL CONSOLIDATED AESTHETICS LIMITED BALANCE SHEET	 
	 	  	Actual 	 	 	Actual	 
	 	  	Dec-14 	 	 	Dec-13	 
	 Non-current assets
	  	€	’000	s 	 	€	’000	s 
	 Fixed assets
	  	€	3,851	  	 	€	3,615	  
	 Intangible assets
	  	€	21,365	  	 	€	27,908	  
	 Deferred tax asset
	  	€	1,496	  	 	€	3,030	  
	 Other long term assets
	  	€	357	  	 	€	449	  
		  	  
	  
	 	 	  
	  
	 
			€	27,069	  		€	35,002	  
		  	  
	  
	 	 	  
	  
	 
	 Current assets
								
	 Stocks
		€	12,295	  		€	8,342	  
	 Trade debtors
		€	10,575	  		€	9,342	  
	 Prepayments
		€	477	  		€	1,067	  
	 Other debtors
		€	3,261	  		€	2,453	  
	 Cash balances
		€	11,743	  		€	3,280	  
		  	  
	  
	 	 	  
	  
	 
			€	38,352	  		€	24,484	  
		  	  
	  
	 	 	  
	  
	 
	 Total assets
		€	65,421	  		€	59,486	  
		  	  
	  
	 	 	  
	  
	 
	 Non-current liabilities
								
	 Long term deferred consideration
		€	0	  		 	—  	  
	 Shareholder loans - PIK loans
		 	(€152	) 		 	(€311	) 
	 PIK Loan interest accrual
		 	(€1,890	) 		 	(€3,972	) 
	 Mezz Loan interest accrual
		€	0	  		 	—  	  
	 Bank loans > 1 year
		 	(€39,881	) 		 	(€12,335	) 
	 Deferred tax liabilities
		 	(€4,636	) 		 	(€8,465	) 
	 Provisions
		 	(€1,368	) 		 	(€614	) 
	 Lease creditor > 1 year
		 	(€456	) 		 	(€585	) 
	 Derivative financial liabilities
		€	0	  		 	—  	  
	 Accrued dividends
		 	(€95,709	) 		 	(€7,278	) 
		  	  
	  
	 	 	  
	  
	 
			 	(€144,092	) 		 	(€33,560	) 
		  	  
	  
	 	 	  
	  
	 
	 Equity
								
	 Share capital
		 	(€48	) 		 	(€90	) 
	 Share premium
		 	(€15,482	) 		 	(€59,633	) 
	 Capital reserve
		 	(€2,162	) 		 	(€1,798	) 
	 Capital contribution reserve
		 	(€6,155	) 		 	(€6,155	) 
	 Foreign Currency translation reserve
		€	648	  		€	12	  
	 Revenue reserves
		€	68,358	  		€	45,023	  
	 Cumulative year profit
		€	61,725	  		€	12,178	  
		  	  
	  
	 	 	  
	  
	 
			€	106,883	  		 	(€10,463	) 
		  	  
	  
	 	 	  
	  
	 
	 Current liabilities
								
	 Trade creditors
		 	(€5,935	) 		 	(€4,508	) 
	 Accruals
		 	(€15,764	) 		 	(€2,879	) 
	 Other creditors Other
		 	(€5,884	) 		 	(€3,777	) 
	 tax creditors
		 	(€240	) 		 	(€60	) 
	 Corporation tax creditor
		€	347	  		 	(€217	) 
	 Short term bank loan creditors
		 	(€60	) 		 	(€1,503	) 
	 Bank Revolver facility
		 	(€217	) 		 	(€2,000	) 
	 Loan interest accrual
		 	(€217	) 		 	(€159	) 
	 Lease creditor < 1 year
		 	(€160	) 		 	(€286	) 
	 Short term deferred consideration
		 	(€82	) 		 	(€74	) 
	 Provisions
		€	0	  		 	—  	  
		  	  
	  
	 	 	  
	  
	 
			 	(€28,212	) 		 	(€15,462	) 
		  	  
	  
	 	 	  
	  
	 
			 	(€65,421	) 		 	(€59,486	) 
		  	  
	  
	 	 	  
	  
	 


  
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