EX-10.9




 Exhibit 10.9 

FIFTH AMENDMENT TO CREDIT AGREEMENT 

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). 

RECITALS 
 WHEREAS, the
Borrowers, the Parent, the Guarantors, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of October 11, 2016 (as amended by that certain First Amendment to Credit Agreement and Investment
Documents dated as of May 25, 2017, that certain Second Amendment to Credit Agreement and Consent Agreement dated as of February 15, 2018, that certain Third Amendment to Credit Agreement and Waiver dated as of August 14, 2018, that
certain Fourth Amendment to Credit Agreement dated as of January 11, 2019, and as further amended or modified from time to time, the “Credit Agreement”); 

WHEREAS, the Loan Parties have requested that the Credit Agreement be amended to provide for certain modifications of the terms of the Credit
Agreement; 
 WHEREAS, the Lenders are willing to amend the Credit Agreement subject to the terms and conditions hereof; 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 1. Amendments. 

Effective as of the Fifth Amendment Effective Date, the Credit Agreement shall be amended as follows: 

(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical
order to read as follows: 
 “Equity Commitment Letter” means that certain letter agreement, dated as of the
Fifth Amendment Effective Date, by and among the Parent, Radiant, Inc., and the “Investors” party thereto, as in effect on the Fifth Amendment Effective Date and as may be amended in a manner not materially adverse to the Administrative
Agent or the Lenders. 
 “Fifth Amendment Effective Date” means March 15, 2019. 











 “Merger Agreement” means that certain Agreement and Plan of
Merger and Reorganization, dated as of the Fifth Amendment Effective Date, by and among Radiant, Inc., Radiant Merger Sub Ltd., and the Parent, as in effect on the Fifth Amendment Effective Date and as may be amended in a manner not materially
adverse to the Administrative Agent or the Lenders. 
 (b) Section 9.01 of the Credit Agreement is hereby amended by
(i) deleting the “.” at the end of clause (n) thereof and replacing it with “; or” and (ii) adding a new clause (o) thereof to read as follows: 

(o) Additional Qualified Capital Stock. The Parent (or its direct parent company (to the extent applicable) fails to use
commercially reasonable efforts to raise an aggregate of at least $60,000,000 of cash proceeds from the issuance of its Qualified Capital Stock during the period from the Fifth Amendment Effective Date through the earlier to occur of
(i) December 31, 2019 and (ii) the date upon which the Merger Agreement is terminated in accordance with its terms. For the avoidance of doubt, all cash proceeds of issuances of Qualified Capital Stock of the Parent (or its direct
parent (to the extent applicable)) committed pursuant to the Equity Commitment Letter shall be counted towards satisfaction of the requirements of this Section 9.01(o). 

2. Condition Precedent. 

This Agreement shall be effective upon receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Loan
Parties, the Lenders and the Administrative Agent. 
 3. Reaffirmation. 

Each of the Loan Parties acknowledges and reaffirms (a) that it is bound by all of the terms of the Investment Documents to which it is a
party, (b) that it is responsible for the observance and full performance of all of the Obligations, including without limitation, the repayment of the Loans and (c) that the Credit Agreement and the other Investment Documents shall remain
in full force and effect according to their terms, except as expressly modified by this Agreement. Furthermore, the Loan Parties acknowledge and confirm that by entering into this Agreement, the Administrative Agent and the Lenders do not, except as
expressly set forth herein, waive or release any term or condition of the Credit Agreement or any of the other Investment Documents or any of their rights or remedies under such Investment Documents or any applicable Law or any of the obligations of
the Loan Parties thereunder. 
 4. Miscellaneous. 

(a) This Agreement is a Loan Document. 

  
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 (b) The Loan Parties hereby represent and warrant as follows: 

(i) Each Loan Party has taken all necessary action to authorize the execution, delivery and performance of this Agreement. 

(ii) This Agreement has been duly executed and delivered by such Loan Party and constitutes such Loan Party’s legal, valid
and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law). 
 (iii) No consent, approval, exemption, authorization or other action by, or notice to, or filing with, any
Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by any Loan Party of this Agreement. 

(c) The Loan Parties represent and warrant to the Administrative Agent and the Lenders that after giving effect to this
Agreement (i) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement and in each other Loan Document are true and correct in all material respects (and in all respects if any such representation
or warranty is already qualified by materiality or reference to Material Adverse Effect) as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate
solely to an earlier date in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality or reference to Material Adverse Effect) as of such
earlier date and (ii) no event has occurred and is continuing which constitutes a Default or an Event of Default. 
 (d)
Each of the Loan Parties hereby affirms the Liens created and granted in the Loan Documents in favor of the Administrative Agent, for the benefit of the Secured Parties, and agrees that this Agreement does not adversely affect or impair such liens
and security interests in any manner. 
 (e) This Agreement may be executed in counterparts (and by different parties hereto
in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other
electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. 

(f) If any provision of this Agreement is held to be illegal, invalid or unenforceable, (i) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. 

  
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 (g) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 [remainder of page
intentionally left blank] 

  
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 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed
and delivered as of the date first above written. 
 BORROWERS 

 

	
	 VENUS CONCEPT CANADA CORP.,
 an Ontario
corporation

	
	/s/ Domenic Serafino
	Name: Domenic Serafino
	Title: Chief Executive Officer


  

	
	 VENUS CONCEPT USA INC
 a Delaware
corporation

	
	/s/ Domenic Serafino
	Name: Domenic Serafino
	Title: Chief Executive Officer


 PARENT: 
  

	
	 VENUS CONCEPT LTD.,
 an Israeli
corporation

	
	/s/ Domenic Serafino
	Name: Domenic Serafino
	Title: Chief Executive Officer













 ADMINISTRATIVE AGENT: 

 

			
	MADRYN HEALTH PARTNERS. LP,
a Delaware limited partnership
	
	 By: MADRYN HEALTH ADVISORS, LP
 its
General Partner

	
	By: MADRYN HEALTH ADVISORS GP, LLC,
its General Partner


 
			
		
	By:	 	 /s/ Peter Faroni





			
	Name:	 	Peter Faroni
	Title:	 	Member



  
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 LENDERS: 
  

			
	MADRYN HEALTH PARTNERS, LP.
a Delaware limited partnership
	
	 By: MADRYN HEALTH ADVISORS, LP
 its
General Partner

	
	By: MADRYN HEALTH ADVISORS GP, LLC,
its General Partner


 
			
		
	By:	 	/s/ Peter Faroni


 
			
	Name:	 	Peter Faroni
	Title:	 	Member


  

			
	 MADRYN HEALTH PARTNERS
 (CAYMAN
MASTER) LP

	
	 By: MADRYN HEALTH ADVISORS, LP
 its
General Partner

	
	By: MADRYN HEALTH ADVISORS GP, LLC,
its General Partner


 
			
		
	By:	 	/s/ Peter Faroni


 
			
	Name:	 	Peter Faroni
	Title:	 	Member



  
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