EX-10.37






 Exhibit 10.37 

[***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively
harmful if publicly disclosed. 
 FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT 

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of June 14,
2019, among Restoration Robotics, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (in its capacity as collateral agent, the “Collateral Agent”) and the
Lenders party hereto, comprising the Required Lenders under the Loan Agreement referred to below (each, a “Lender” and, collectively, the “Lenders”). 

RECITALS 

A. The Borrower, the Lenders party thereto, and the Collateral Agent, are parties to that certain Loan and Security Agreement, dated as of
May 10, 2018, as amended by that certain First Amendment to Loan and Security Agreement, dated as of June 29, 2018, that certain Second Amendment to Loan and Security Agreement, entered into as of November 2, 2018 and that certain
Third Amendment to Loan and Security Agreement, dated as of February 13, 2019 (as amended, supplemented or otherwise modified prior to the date hereof, the “Loan Agreement”). 

B. The Borrower has requested certain amendments to the Loan Agreement. Although the Lenders and the Collateral Agent are under no obligation
to do so, they have agreed to such requests, subject to the terms and conditions hereof. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 
 1. Definitions. Capitalized terms used
but not defined in this Agreement shall have the meanings given to them in the Loan Agreement. 
 2. Amendments to the Loan Agreement.
The Loan Agreement shall be amended as follows: 
 2.1 Definition of Final Fee. The definition of “Final Fee” is hereby
amended by replacing “Nine Hundred Sixty Thousand Dollars ($960,000.00)” with “(a) if the Obligations are repaid in full on or prior to August 31, 2019, One Million, One Hundred Ten Thousand Dollars ($1,110,000.00), and
(b) if paid any time thereafter, One Million Two Hundred Sixty Thousand Dollars ($1,260,000.00).” 
 2.2 Section 6.12. The
following shall be added to the end of the existing Section 6.12 of the Loan Agreement: 
 In addition, on or before June 28, 2019,
Borrower shall have provided evidence reasonably satisfactory to the Collateral Agent that Borrower has received after June 14, 2019 at least Two Million, Five Hundred Thousand Dollars ($2,500,000.00) in aggregate unrestricted net cash proceeds
from the sale and issuance of Borrower’s common or preferred stock pursuant to one or more bona fide equity financings or the issuance of Subordinated Debt, in each case on terms reasonably acceptable to Collateral Agent. 













 2.3 Section 6.13. The following shall be added to the end of the existing
Section 6.13 of the Loan Agreement: 
 In addition, on or before July 31, 2019, Borrower shall have provided evidence that the
shareholders of Venus Concepts have approved the merger set forth in the forgoing letter of intent. 
 2.4 Section 7.13.
Section 7.13 of the Loan Agreement shall be amended and restated in its entirety as follows: 
 7.13 Minimum
Liquidity. Borrower shall not allow, at any time, the unrestricted cash and Cash Equivalents of Borrower and its Subsidiaries to be an amount less than (a) as of any date of determination on or prior to August 31, 2019, Seven Million
Five Hundred Thousand Dollars ($7,500,000.00), and (b) as of any date of determination on or after September 1, 2019 Twelve Million Five Hundred Thousand Dollars ($12,500,000.00); provided, however, this covenant shall no longer apply
after the latest of the following to occur, (i) Borrower has provided evidence reasonably satisfactory to the Collateral Agent that Borrower has received after March 23, 2018 at least Twenty Five Million Dollars ($25,000,000.00) in
aggregate unrestricted net cash proceeds from the sale and issuance of Borrower’s common or preferred stock pursuant to one or more bona fide equity financings on terms reasonably acceptable to Collateral Agent, (ii) Borrower has provided
evidence reasonably satisfactory to the Collateral Agent that Borrower has at least Fifteen Million Dollars ($15,000,000.00) of actual net revenue for any trailing six-month period ending after
November 1, 2018, and (iii) December 31, 2019. 
 2.5 Exhibit D. Exhibit G to the Loan Agreement shall be replaced in its
entirety with Exhibit A hereto. 
 3. Conditions to Effectiveness. The effectiveness of Section 2 shall be
subject to the satisfaction of each of the following conditions precedent, each in form and substance reasonably satisfactory to Collateral Agent: 

3.1 the due execution and delivery to the Collateral Agent of this Agreement by each party hereto; 

3.2 the Borrower shall have paid to the Lenders in accordance with their respective Pro Rata Shares an amendment fee of One Hundred Thousand
Dollars ($100,000.00); and 
 3.3 the Borrower shall have paid to the Lenders the reasonable out-of-pocket costs and expenses of the Collateral Agent and the Lenders party hereto, and the reasonable fees and disbursements of counsel to the Collateral Agent and the Lenders party hereto, in connection
with the negotiation, preparation, execution and delivery of this Agreement and any other documents to be delivered in connection herewith. 

4. Representations and Warranties. The Borrower represents and warrants to the Collateral Agent and each Lender as follows: 

4.1 Each of the representations and warranties made by the Borrower in or pursuant to any Loan Document (a) that is qualified by
materiality is true and correct, and (b) that is not qualified by materiality is true and correct in all material respects, in each case, on and as of the date of this Agreement, except to the extent that any such representation and warranty
specifically relates to an earlier date, in which case such representation and warranty was true and correct in all material respects as of such earlier date. 

4.2 The Borrower has the power and authority to execute and deliver this Agreement and to perform its obligations under the Loan Documents.


  
 2 














 4.3 The execution and delivery by the Borrower of this Agreement, the performance by
Borrower of its obligations under the Loan Agreement, have been duly authorized by all necessary corporate action on the part of the Borrower. 

4.4 The execution and delivery by the Borrower of this Agreement and the performance by the Borrower of its obligations hereunder do not
(a) conflict with any of the Operating Documents of the Borrower, (b) contravene, conflict with, constitute a default under or violate any material Requirement of Law applicable to the Borrower, (c) contravene, conflict or violate any
applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its property or assets may be bound or affected, (d) require any action by, filing, registration, or
qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (e) constitute an event of default under any material
agreement by which Borrower or any of its properties, is bound. 
 4.5 This Agreement has been duly executed and delivered by the Borrower
and is the valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar
laws of general application and equitable principles relating to or affecting creditors’ rights. 
 4.6 Both immediately prior to giving
effect hereto and immediately thereafter, no Default or Event of Default has occurred and is continuing under the Loan Agreement or the Loan Documents. 

5. Reaffirmation of Loan Documents. The Borrower hereby grants, ratifies and reaffirms the security interest in its Collateral granted
to the Collateral Agent pursuant to the terms of the Loan Agreement, and also ratifies and reaffirms its obligations under each Loan Document to which it is party, and acknowledges and agrees that each such Loan Document shall remain in full force
and effect after giving effect to the consummation of this Agreement. This Agreement is not a novation and the terms and conditions of this Agreement shall be in addition to and supplemental to all terms and conditions set forth in the Loan
Documents. In the event of any conflict or inconsistency between this Agreement and the terms of any other Loan Document, the terms of this Agreement shall be controlling, but such other Loan Document shall not otherwise be affected or the rights
therein impaired. 
 6. Integration. This Agreement and the other Loan Documents represent the entire agreement relating to the
subject matter of this Agreement and supersede all prior negotiations and agreements with respect to the substance of this Agreement. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the
subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents 
 7. Counterparts. This
Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument. 

8. Miscellaneous. 
 8.1
Except as expressly amended pursuant hereto, the Loan Agreement and the other Loan Documents shall remain unchanged and in full force and effect and are hereby ratified and confirmed in all respects. 

8.2 This Agreement shall constitute a Loan Document under the Loan Agreement. 

  
 3 














 8.3 Each provision of this Agreement is severable from every other provision in determining
the enforceability of any provision. 
 8.4 This Agreement is effective for the purposes set forth herein and shall be limited precisely as
written and shall not be deemed to (a) be a consent to any Agreement, waiver or modification of any term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which the Collateral Agent or any Lender may now
have or may have in the future under or in connection with any Loan Document. 
 8.5 This Agreement and all documents related hereto shall
constitute Loan Documents, shall be construed in connection with and as part of the Loan Documents. 
 9. Governing Law. THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES OF SUCH STATE (OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW)), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE COLLATERAL, PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY
JURISDICTION OTHER THAN NEW YORK SHALL GOVERN IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL
CONTINUE TO APPLY TO THAT EXTENT. This Agreement is subject to the provisions of Section 11 of the Loan Agreement relating to jurisdiction, venue, jury trial waiver and judicial reference, which provisions are by this reference incorporated
herein, mutatis mutandis, as if set forth herein in full. 
 [Signature page follows.] 

  
 4 














 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as of the date first above
written. 
  

			
	THE BORROWER
	
	RESTORATION ROBOTICS, INC.
		
	By	 	 /s/ Mark Hair

		 	Name: Mark Hair
		 	Title: Chief Financial Officer


 [Signature Page to Restoration Robotics Fourth Amendment to LSA] 













 
			
	COLLATERAL AGENT AND LENDER:
	
	SOLAR CAPITAL LTD.
		
	By	 	 /s/ Anthony Storino

		 	Name: Anthony Storino
		 	Title: Authorized Signatory
	
	LENDER:
	
	SCP PRIVATE CREDIT INCOME FUNDS L.P.
		
	By	 	 /s/ Anthony Storino

		 	Name: Anthony Storino
		 	Title: Authorized Signatory
	
	LENDER:
	
	SUNS SPV LLC
		
	By	 	 /s/ Anthony Storino

		 	Name: Anthony Storino
		 	Title: Authorized Signatory


 [Signature Page to Restoration Robotics Fourth Amendment to LSA] 













 
			
	LENDER:
	
	WESTERN ALLIANCE BANK
		
	By:	 	 /s/ Robert C. Lake

		 	Name: Robert C. Lake
		 	Title: SVP, Head of Life Sciences


 [Signature Page to Restoration Robotics Fourth Amendment to LSA] 













 Exhibit A 

Replacement Exhibit D 

[See attached] 













 EXHIBIT D 

Compliance Certificate 
  

			
	TO:	  	 SOLAR CAPITAL LTD., as Collateral Agent and Lender

WESTERN ALLIANCE BANK, as Lender

		
	FROM:	  	Restoration Robotics, Inc.

 The undersigned authorized officer (“Officer”) of Restoration Robotics, Inc. (“Borrower”),
hereby certifies that in accordance with the terms and conditions of the Loan and Security Agreement dated as of May 10, 2018 by and among Borrower, Collateral Agent, and the Lenders from time to time party thereto (the “Loan
Agreement;” capitalized terms used but not otherwise defined herein shall have the meanings given them in the Loan Agreement), 

(a) Borrower is in complete compliance for the period ending _______________ with all required covenants except as noted below; 

(b) There are no Events of Default or events that with the passage of time could result in an Event of Default, except as noted below; 

(c) Except as noted below, all representations and warranties of Borrower stated in the Loan Documents (other than the Warrants) are true and
correct in all material respects on date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and
provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date 

(d) Borrower, and each of Borrower’s Subsidiaries, has timely filed all required tax returns and reports, Borrower, and each of
Borrower’s Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower, or Subsidiary, except as otherwise permitted pursuant to the terms of Section 5.8 of the Loan
Agreement; 
 (e) No Liens have been levied or claims made against Borrower or any of its Subsidiaries relating to unpaid employee payroll or
benefits of which Borrower has not previously provided written notification to Collateral Agent and the Lenders. 
 Attached are the required documents, if
any, supporting our certification(s). The Officer, on behalf of Borrower, further certifies that the attached financial statements are prepared in accordance with Generally Accepted Accounting Principles (GAAP) and are consistently applied from one
period to the next except as explained in an accompanying letter or footnotes and except, in the case of unaudited financial statements, for the absence of footnotes and subject to year-end and audit
adjustments as to the interim financial statements. 
 Please indicate compliance status since the last Compliance Certificate by circling Yes, No, or
N/A under “Complies” column. 
  

													
	 	  	Reporting Covenant	  	Requirement	  	Actual	  	Complies
							
	1)	  	Financial statements	  	Monthly within 30 days	  		  	Yes	  	No	  	N/A
							
	2)	  	Annual (CPA Audited) statements	  	Within 180 days after FYE	  		  	Yes	  	No	  	N/A















													
	3)	  	Annual Financial Projections/Budget (prepared on a monthly basis)	  	Annually (within 60 days after FYE or 10 days of approval), and when revised (within 7 days of approval)	  		  	Yes	  	No	  	N/A
							
	4)	  	8-K, 10-K and 10-Q Filings	  	If applicable, within 5 days of filing	  		  	Yes	  	No	  	N/A
							
	5)	  	Compliance Certificate	  	Monthly within 30 days	  		  	Yes	  	No	  	N/A
							
	6)	  	Total amount of Borrower’s unrestricted cash and Cash Equivalents at the last day of the measurement period	  		  	$________	  	Yes	  	No	  	N/A
							
	7)	  	Total amount of Borrower’s Subsidiaries’ unrestricted cash and Cash Equivalents at the last day of the measurement period	  		  	$________	  	Yes	  	No	  	N/A

 Deposit and Securities Accounts 

(Please list all accounts; attach separate sheet if additional space needed) 
  

													
	 	  	Institution Name	  	Account Number	  	New
Account?	  	Account Control Agreement in place?
	1)	  		  		  	Yes	  	No	  	Yes	  	No
							
	2)	  		  		  	Yes	  	No	  	Yes	  	No
							
	3)	  		  		  	Yes	  	No	  	Yes	  	No
							
	4)	  		  		  	Yes	  	No	  	Yes	  	No

 Financial Covenants 
  

					
	 [7.13 – Minimum Liquidity Requirement:

		
	 1. Unrestricted Cash and Cash Equivalents:
	  	_________________]1
		
	 2. Does this comply with the Minimum of $7,500,000 on or prior to August 31, 2019 or
$12,000,000 thereafter?
	  	Yes            No
	
	 7.14 – Minimum Revenue Requirement:

		
	 1. Actual 12 month Trailing Revenue for this month:
	  	$ ____________
		
	 2. Does this comply with the Minimum Revenue Required in Column D below for this month:
	  	Yes             No

  

	1 	 To be included only if applicable. 
















							
	 A
	  	 B
	  	 C
	  	 D

	 Month Ending
	  	 Management Case Revenue
Projection (12 Month Trailing)
	  	 Minimum Percent Achievement

for Covenant
	  	 Minimum Revenue Required for
Covenant (12 Month
Trailing)

	9/30/2018	  	[***]	  	[***]	  	[***]
				
	10/31/2018	  	[***]	  	[***]	  	[***]
				
	11/30/2018	  	[***]	  	[***]	  	[***]
				
	12/31/2018	  	[***]	  	[***]	  	[***]
				
	1/31/2019	  	[***]	  	[***]	  	[***]
				
	2/28/2019	  	[***]	  	[***]	  	[***]
				
	3/31/2019	  	[***]	  	[***]	  	[***]
				
	4/30/2019	  	[***]	  	[***]	  	[***]
				
	5/31/2019	  	[***]	  	[***]	  	[***]
				
	6/30/2019	  	[***]	  	[***]	  	[***]
				
	7/31/2019	  	[***]	  	[***]	  	[***]
				
	8/31/2019	  	[***]	  	[***]	  	[***]
				
	9/30/2019	  	[***]	  	[***]	  	[***]
				
	10/31/2019	  	[***]	  	[***]	  	[***]
				
	11/30/2019	  	[***]	  	[***]	  	[***]
				
	12/31/2019	  	[***]	  	[***]	  	[***]
				
	1/31/2020	  	[***]	  	[***]	  	[***]
				
	2/29/2020	  	[***]	  	[***]	  	[***]
				
	3/31/2020	  	[***]	  	[***]	  	[***]
				
	4/30/2020	  	[***]	  	[***]	  	[***]
				
	5/31/2020	  	[***]	  	[***]	  	[***]
				
	6/30/2020	  	[***]	  	[***]	  	[***]
				
	7/31/2020	  	[***]	  	[***]	  	[***]
				
	8/31/2020	  	[***]	  	[***]	  	[***]
				
	9/30/2020	  	[***]	  	[***]	  	[***]















							
	10/31/2020	  	[***]	  	[***]	  	[***]
				
	11/30/2020	  	[***]	  	[***]	  	[***]
				
	12/31/2020	  	[***]	  	[***]	  	[***]
				
	1/31/2021	  	[***]	  	[***]	  	[***]
				
	2/28/2021	  	[***]	  	[***]	  	[***]
				
	3/31/2021	  	[***]	  	[***]	  	[***]
				
	4/30/2021	  	[***]	  	[***]	  	[***]
				
	5/31/2021	  	[***]	  	[***]	  	[***]
				
	6/30/2021	  	[***]	  	[***]	  	[***]
				
	7/31/2021	  	[***]	  	[***]	  	[***]
				
	8/31/2021	  	[***]	  	[***]	  	[***]
				
	9/30/2021	  	[***]	  	[***]	  	[***]
				
	10/31/2021	  	[***]	  	[***]	  	[***]
				
	11/30/2021	  	[***]	  	[***]	  	[***]
				
	12/31/2021	  	[***]	  	[***]	  	[***]
				
	1/31/2022	  	[***]	  	[***]	  	[***]
				
	2/28/2022	  	[***]	  	[***]	  	[***]
				
	3/31/2022	  	[***]	  	[***]	  	[***]
				
	4/30/2022	  	[***]	  	[***]	  	[***]

 [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and
(ii) would be competitively harmful if publicly disclosed. 
 Other Matters 

 

							
	1)	  	Have there been any changes in Key Persons since the last Compliance Certificate?	  	Yes	  	No
				
	2)	  	Have there been any transfers/sales/disposals/retirement of Collateral or IP prohibited by the Loan Agreement?	  	Yes	  	No
				
	3)	  	Have there been any new or pending claims or causes of action against Borrower or any of its Subsidiaries that involve more than Two Hundred Fifty Thousand Dollars ($250,000.00)?	  	Yes	  	No















							
	4)	  	Have there been any amendments of or other changes to the capitalization table of Borrower and to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this
Compliance Certificate.	  	Yes	  	No
				
	5)	  	Has Borrower or any Subsidiary entered into any Material Agreement, amended any Material Agreement, or modified any other license, agreement or other contractual arrangement such that it would become a Material Agreement? If yes,
please explain and provide a copy of the Material Agreement(s) and/or amendment(s).	  	Yes	  	No
				
	6)	  	Has Borrower provided the Collateral Agent with all notices required to be delivered under Sections 6.2(a) and 6.2(b) of the Loan Agreement?	  	Yes	  	No














 Exceptions 

Please explain any exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions.” Attach separate sheet if
additional space needed.) 
  

	
	Restoration Robotics, Inc.
	
	By:                                     
                                         
                   
	Name:                                     
                                         
             
	Title:                                     
                                         
                

 Date: 
  

					
		 	COLLATERAL AGENT USE ONLY
			
		 	Received by:                                 	  	Date:                 
			
		 	Verified by:                                  	  	Date:                 
		
		 	Compliance
Status:            Yes                    No