EX-10.8




 Exhibit 10.8 

FOURTH AMENDMENT TO CREDIT AGREEMENT 

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). 

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,
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 Fourth Amendment Effective Date, Schedule 1.01 and Part B-2 of Schedule 6.17 to
the Credit Agreement are hereby amended and restated in their entirety to read as provided on Schedule 1.01 and Schedule 6.17, Part B-2 hereto, respectively. 

2. Conditions Precedent. 

This Agreement shall be effective upon satisfaction of the following conditions precedent: 

(a) receipt by the Administrative Agent of counterparts of this Agreement duly executed by the Loan Parties, the Lenders and
the Administrative Agent; 
 (b) receipt by the Administrative Agent of counterparts of the Term B Notes duly executed by the
Borrowers; 











 (c) receipt by the Administrative Agent of (i) a Loan Notice with
respect to the Term B Borrowing to be made on the Fourth Amendment Effective Date and (ii) a reasonably satisfactory letter of direction (the “Funding Direction Letter”) containing funds flow information with
respect to the proceeds of the Loans to be made on the Fourth Amendment Effective Date; and 
 (d) receipt by the applicable
parties of the fees and expenses set forth on the Funding Direction Letter. 
 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. 

(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


  
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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. 

(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: CEO


  

	
	VENUS CONCEPT USA INC
	a Delaware corporation
	
	/s/ Domenic Serafino
	Name: Domenic Serafino
	Title: President


 PARENT: 
  

	
	VENUS CONCEPT LTD.,
	an Israeli corporation
	
	/s/ Domenic Serafino
	Name: Domenic Serafino
	Title: CEO













 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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