Exhibit 10.5

      

     

      
      SUPPLEMENT TO SUBORDINATION OF DEBT AGREEMENTS

       

      This SUPPLEMENT TO SUBORDINATION OF DEBT  AGREEMENTS Effectively dated as of July 24, 2021 (this “Supplement”),



        by and among MADRYN HEALTH PARTNERS, LP and MADRYN HEALTH PARTNERS (CAYMAN MASTER), LP (collectively, the “Junior Lender”), whose address is 140 E. 45th Street, 15th Floor, Suite B, New
        York, New York 10017, CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Senior Lender”), whose address is 100 S.E. 2nd Street, 13th Floor, Miami, Florida 33131, and VENUS CONCEPT INC., a
        Delaware limited liability company (the “Borrower”), whose address is 1880 N. Commerce Parkway, Suite 2, Weston, Florida 33326.  Each of the foregoing is referred to herein as a “Party” and collectively as
        the “Parties”.

       

      W I T N E S S E T H:

       

      WHEREAS, the Parties entered into those certain Subordination of Debt Agreements, dated as of December 9, 2020, as amended hereby or otherwise modified from time to time, (the “Existing Subordination Agreements”);
          capitalized terms that are used herein and not defined herein shall have the meanings given to such terms in the Existing Subordination Agreements);

       

      WHEREAS, the Parties have requested and Lender has agreed to amend and supplement the Existing Subordination Agreements on the terms and subject to the conditions set forth in this Supplement; and

       

      NOW, THEREFORE, in consideration of the foregoing, the covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
          follows:

       

      SECTION 1.          Incorporated Terms.

       

      	

            	(i)	
              “Senior Debt” shall include, without limitation, that certain Fifth Amended and Restated promissory Note effectively dated July 24, 2021, from the Borrower in favor of Senior Lender in the
                principal amount of $5,000,000; and

            


       

      	

            	(ii)	
              “Loan Agreement” shall include, without limitation, that certain Fourth Amended and Restated Loan Agreement effectively dated as of July 24, 2021 by and between, inter alios, the Borrower and the
                Senior Lender, as the same may be amended, restated, supplemented or otherwise modified from time to time.

            


       

      SECTION 2.        Conditions of Effectiveness.  This Supplement shall become effective when the Lender and
          Borrower have executed and delivered this Supplement.

       

      SECTION 3.          Reference to and Effect.  From and after the date hereof, the Existing Subordination
          Agreements and the other Loan Documents shall be deemed to be amended and modified as provided herein, but, except as so amended and modified, the Existing Subordination Agreements and the other Loan Documents shall continue in full force and
          effect and the Existing Subordination Agreements and the applicable provisions of this Supplement shall be read, taken and construed as one and the same instrument.  On and after the date hereof, the term “Subordination Agreement” used in any
          Loan Document shall mean the Existing Subordination Agreement as amended hereby.

       

      
        
          


      

      
      SECTION 4.          Execution in Counterparts.  This Supplement may be executed in any number of counterparts,
          each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page to this Supplement by facsimile
          transmission or by electronic mail in portable document format (.pdf) shall be effective as delivery as an original executed counterpart of this Supplement.

       

      SECTION 5.          GOVERNING LAW.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
          LAWS OF THE STATE OF FLORIDA APPLICABLE TO CONTRACTS MADE AND PERFORMED ENTIRELY IN SUCH STATE WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS OF LAWS.

       

      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]

       

      

      
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      IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective authorized officers on August 26, 2021.

       

      	 	
              BORROWERS:

            
	 	 
	 	
              VENUS CONCEPT INC., a Delaware limited

            
	 	
              liability company

            
	 	 
	 	
              By: 

              

            	/s/Domenic Serafino	 
	 	
              Name:

            	
              Domenic Serafino

            
	 	
              Title:

            	
              Chief Executive Officer

            
	 	 
	 	
              VENUS CONCEPT USA INC.

            
	 	 
	 	
              By:

            	/s/DomenicSerafino	 
	 	
              Name:

            	
              Domenic Serafino

            
	 	
              Title:

            	
              President

            
	 	 
	 	
              VENUS CONCEPT CANADA CORP.

            
	 	 
	 	
              By: 

              

            	/s/Domenic Serafino	 
	 	
              Name

            	
              Domenic Serafino

            
	 	
              Title:

            	
              Chief Executive Officer

            


       

      

      [EXECUTION CONTINUES ON THE FOLLOWING PAGE]

      

      

      
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              JUNIOR LENDER:

            
	 	 
	 	
              MADRYN HEALTH PARTNERS, LP

            
	 	 
	 	
              By:

            	
              MADRYN HEALTH ADVISORS, LP,

            
	 	 	
              its General Partner

            
	 	 
	 	
              By:

            	
              MADRYN HEALTH ADVISORS GP, LLC,

            
	 	 	
              its General Partner

            
	 	 
	 	
              By:

            	
              /s/Avinash Amin

            	 
	 	
              Name:

            	
              Avinash Amin

            	 
	 	
              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/ Avinash Amin

            	 
	 	
              Name:

            	
              Avinash Amin

            	 
	 	
              Title:

            	
              Member

            	 


      

      

      [EXECUTION CONTINUES ON THE FOLLOWING PAGE]

       

      

      
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              SENIOR LENDER:

            
	 	 
	 	
              CITY NATIONAL BANK OF FLORIDA

            
	 	 
	 	
              By:

            	
              /s/ Carlos E. Fernandez

            	 
	 	
              Name:

            	
              Carlos E. Fernandez

            	 
	 	
              Title:

            	
              Managing Senior VP

            	 


      
        

        

         

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