EX-4.16






 Exhibit 4.16 

FIRST AMENDMENT TO THE 

NOTE PURCHASE AGREEMENT 

This FIRST AMENDMENT TO THE NOTE PURCHASE
AGREEMENT to the Note Purchase Agreement, dated as of June 25, 2019 (the
“Note Purchase Agreement”) is made and entered into as of July 23, 2019 (this “Amendment”), by and among Venus Concept Ltd., an Israeli company (the
“Company”), Restoration Robotics, Inc., a Delaware corporation (“Restoration Robotics”), and the persons set forth on the signature pages hereto as the “Existing Investors” (the
“Existing Investors”). Capitalized terms used and not otherwise defined herein have the meanings given to them in the Note Purchase Agreement. 

W I T N E S S E T H: 

WHEREAS, the parties previously entered into that certain Note Purchase Agreement pursuant to which the Investors thereunder purchased
$7,800,000.16 aggregate principal amount of Convertible Notes; and 
 WHEREAS, in accordance the Note Purchase Agreement, the parties
now wish to amend the Note Purchase Agreement to extend the period of time during which the Investors and one or more Additional Investors can purchase from the Company, Additional Convertible Notes pursuant to the terms hereof. 

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 

1. Amendment to Section 1.3. Section 1.3 of the Note Purchase Agreement is hereby amended by deleting such section in its
entirety and replacing it with the following: 
 1.3 “Sale of Additional Convertible Notes. After the Initial Closing, the
Company may sell, on the same terms and conditions as those contained in this Agreement and the other Transaction Documents (as defined below), Convertible Notes in an aggregate principal amount, when taken together with the Convertible Notes issued
on the Initial Closing, not to exceed US$10,000,000, provided however, such aggregate principal amount when taken together with the Convertible Notes issued on the Initial Closing may be increased to an aggregate principal amount not
to exceed US$15,000,000 as may be determined by the Board of Directors of the Company (the “Additional Convertible Notes”), to one or more investors (the “Additional Investors”), provided, that (a) such
subsequent sale is consummated prior to the sixtieth day after the Initial Closing, (b) each Additional Investor becomes a party to this Agreement by executing and delivering a counterpart signature page to this Agreement and each Subordination
Agreement and (c) such Additional Investor shall be reasonably acceptable to the Administrative Agent (as defined in the Madryn Credit Agreement (as defined below)). Schedule A to this Agreement shall be updated to reflect the aggregate
amount of such Additional Convertible Notes purchased at each such Closing and the parties purchasing such Additional Convertible Notes.” 













 2. Continuing Effect of the Note Purchase Agreement. This Amendment shall not
constitute an amendment or waiver of any provision of the Note Purchase Agreement not expressly referred to herein and the Note Purchase Agreement shall remain in full force and effect as amended hereby. All references to “this Agreement”
contained in the Note Purchase Agreement, or otherwise to the Note Purchase Agreement shall be deemed, for all purposes, to mean the Note Purchase Agreement, as amended hereby. 

3. Governing Law. This Amendment is to be construed in accordance with and governed by the internal laws of the State of Delaware
without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Delaware to the rights and duties of the parties hereto. 

4. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other
transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

[Signature page follows] 

  
 2 














 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth in the preamble to this Amendment. 
  

			
	COMPANY:
	
	VENUS CONCEPT LTD.
		
	By:	 	 /s/ Domenic Serafino

		 	Name: Domenic Serafino
		 	Title:   CEO


 [Signature Page to First Amendment to the Note Purchase Agreement] 













 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth in the preamble to this Amendment. 
  

			
	RESTORATION ROBOTICS:
	
	RESTORATION ROBOTICS, INC.
		
	By:	 	 /s/ Mark Hair

		 	Name: Mark Hair
		 	Title:   CFO


 [Signature Page to First Amendment to the Note Purchase Agreement] 













 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth in the preamble to this Amendment. 
  

			
	EXISTING INVESTORS:
	
	EW HEALTHCARE PARTNERS, L.P.
	
	By: Essex Woodlands Fund IX-GP, L.P., its General Partner
		
		 	By: Essex Woodlands IX, LLC, Its General Partner
		
	By:	 	 /s/ R. Scott Barry

		 	Name: R. Scott Barry
		 	Title:   Authorized Signatory
	
	EW HEALTHCARE PARTNERS-A, L.P.
	
	By: Essex Woodlands Fund IX-GP, L.P., its General Partner
		
		 	By: Essex Woodlands IX, LLC, Its General Partner
		
	By:	 	 /s/ R. Scott Barry

		 	Name: R. Scott Barry
		 	Title:   Authorized Signatory


 [Signature Page to First Amendment to the Note Purchase Agreement] 













 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth in the preamble to this Amendment. 
  

			
	EXISTING INVESTOR:
	
	HEALTHQUEST PARTNERS II, L.P.
		
	By:	 	HealthQuest Venture Management II, L.L.C., its General Partner
		
	By:	 	 /s/ Garheng Kong

		 	Name: Garheng Kong
		 	Title:   Managing Member


 [Signature Page to First Amendment to the Note Purchase Agreement] 













 IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the
date set forth in the preamble to this Amendment. 
  

			
	EXISTING INVESTOR:
	
	LONGITUDE VENTURE PARTNERS II, L.P.
	
	By: Longitude Capital Partners II, LLC, its General Partner
		
	By:	 	 /s/ Juliet T. Bakker

		 	Name: Juliet T. Bakker
		 	Title:   Managing Member


 [Signature Page to First Amendment to the Note Purchase Agreement]