EX-10.1





 Exhibit 10.1 

EXECUTION VERSION 

TWELFTH AMENDMENT TO CREDIT AGREEMENT 

THIS TWELFTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of April 29, 2020 (the “Twelfth 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”), VENUS CONCEPT INC., a Delaware corporation (the “Super 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 Super Parent, the other Guarantors, the Lenders and the Administrative Agent are parties to 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, that certain Fifth
Amendment to Credit Agreement dated as of March 15, 2019, that certain Sixth Amendment to Credit Agreement and Consent dated as of April 25, 2019, that certain Seventh Amendment to Credit Agreement, Consent and Waiver dated as of
June 25, 2019, that certain Omnibus Amendment and Waiver dated as of July 26, 2019, that certain Ninth Amendment to Credit Agreement dated as of August 14, 2019, that certain Tenth Amendment to Credit Agreement, Consent and Joinder
Agreement dated as of November 7, 2019, that certain Eleventh Amendment to Credit Agreement and Consent Agreement dated as of March 20, 2020 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 to the terms of the
Credit Agreement; and 
 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 Twelfth 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 thereto in appropriate alphabetical order to read as follows: 
 “Paid-in-Kind Interest” has the meaning set forth in Section 2.06(c)(i). 

“PIK Period” has the meaning set forth in Section 2.06(c)(i). 

“Twelfth Amendment Effective Date” means April 29, 2020. 

  
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 (b)    Section 1.01 of the Credit Agreement is hereby
amended by amending and restating the definition of “Interest Payment Date” appearing therein in its entirety to read as follows: 

“Interest Payment Date” means (a) the last day of each March, June, September and December;
provided, that, if any such last day is not a Business Day, the applicable “Interest Payment Date” shall be the first Business Day immediately preceding such last day of such month; provided, further,
that, the first “Interest Payment Date” shall be December 30, 2016, (b) the Third Amendment Effective Date, (c) the Twelfth Amendment Effective Date and (d) each Maturity Date. 

(c)    Section 2.06 of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
 2.06    Interest. 

(a)    Pre-Default Rate. Subject to the provisions of
subsection (b) below, each Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date thereof, at a rate per annum equal (i) to nine percent (9.00%) per annum at all times other than
during the PIK Period and (ii) twelve percent (12.00%) per annum during the PIK Period (collectively, the “Interest Rate”). 

(b)    Default Rate. (i) Upon the occurrence and during the existence of any Event of
Default, all outstanding Obligations shall thereafter bear interest at an interest rate per annum at all times equal to the Interest Rate plus four percent (4.00%) per annum (the “Default Rate”), to the fullest extent
permitted by applicable Laws and (ii) accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable in cash on demand. 

(c)    Paid-In-Kind
Interest. 
 (i)    Commencing on January 1, 2020 and continuing through and including the
Interest Payment Date to occur on the Twelfth Amendment Effective Date (the “PIK Period”), the full amount of interest accruing on the Loans (the
“Paid-in-Kind Interest”) shall be due and payable on each such Interest Payment Date by adding such Paid-in-Kind Interest to the outstanding principal amount of the applicable Loans on such Interest Payment Date. For the avoidance of doubt, (x) it is hereby acknowledged and agreed that the outstanding
principal amount of the Loans after giving effect to the Paid-in-Kind Interest added thereto on the Interest Payment Date occurring March 31, 2020 was $64,601,810,
(y) it is hereby acknowledged and agreed that the outstanding principal amount of the Loans after giving effect to the Paid-in-Kind Interest added thereto on the
Interest Payment Date occurring on the Twelfth Amendment Effective Date was $65,226,294 and (z) it is hereby acknowledged and agreed that the interest payment due and payable on the first Interest Payment Date to occur after the end of the PIK
Period shall be calculated commencing with the first day following the PIK Period. 
 (ii)    Any and
all such Paid-in-Kind Interest so added to the principal amount of the Loans shall constitute and increase the principal amount of the Loans for all purposes under this
Agreement, including without limitation, for purposes of calculating any prepayment premium under Section 2.03(e) and shall bear interest in accordance with this Section 2.06. 

  
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 (d)    Interest Generally. Interest on each Loan
shall be due and payable in cash (or such other manner as is expressly specified herein with respect thereto) in arrears on each Interest Payment Date and at such other times as may be specified herein. Interest hereunder shall be due and payable in
accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 

(d)    Section 7.02 of the Credit Agreement is hereby amended by (i) deleting “; and”
appearing at the end of clause (h) thereof and replacing it with “;”, (ii) deleting the “.” appearing at the end of clause (k) thereof and replacing it with “;”, (iii) renumbering clause (k) thereof as
“clause (i)” thereof, and (iv) adding new clauses (j) and (k) thereto to read as follows: 

(j)    concurrently with delivery thereof to the Permitted Senior Revolving Credit Lender, copies of all
financial information, calculations and other reporting provided to the Permitted Senior Revolving Credit Lender pursuant to the terms of the Permitted Senior Revolving Credit Documents; and 

(k)    promptly, and in any event within three (3) Business Days, after the same becomes available
to a Responsible Officer of any Loan Party, a summary of received customer payments prepared by any Loan Party, which shall be in a form substantially consistent with past practice of the Loan Parties or otherwise reasonably acceptable to the
Administrative Agent. 
 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; and 

(b)    receipt by the applicable party of all accrued fees and reasonable and documented out-of-pocket expenses of the Administrative Agent and the Lenders (including, without limitation, the fees and expenses of counsel for 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 or waived 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.    Release. As a material part of the consideration for Administrative Agent and the Lenders entering into this
Agreement (this Section 4 being the “Release Provision”): 

  
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 (a)    By their respective signatures below, the Loan
Parties hereby agree that the Administrative Agent, the Lenders, each of their respective Affiliates and the foregoing Persons’ respective officers, managers, members, directors, advisors, sub-advisors,
partners, agents and employees, and their respective successors and assigns (hereinafter all of the above collectively referred to as the “Lender Group”), are irrevocably and unconditionally released, discharged and acquitted from
any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure
to act under or otherwise arising in connection with the Investment Documents on or prior to the Twelfth Amendment Effective Date. 

(b)    Each Loan Party hereby acknowledges, represents and warrants to the Lender Group that: 

(i)    it has read and understands the effect of the Release Provision. Each Loan Party has had the
assistance of independent counsel of its own choice, or has had the opportunity to retain such independent counsel, in reviewing, discussing, and considering all the terms of the Release Provision; and if counsel was retained, counsel for such Loan
Party has read and considered the Release Provision and advised such Loan Party with respect to the same. Before execution of this Agreement, such Loan Party has had adequate opportunity to make whatever investigation or inquiry it may deem
necessary or desirable in connection with the subject matter of the Release Provision. 
 (ii)    no
Loan Party is acting in reliance on any representation, understanding, or agreement not expressly set forth herein. Each Loan Party acknowledges that the Lender Group has not made any representation with respect to the Release Provision except as
expressly set forth herein. 
 (iii)    each Loan Party has executed this Agreement and the Release
Provision thereof as its free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person. 

(iv)    the Loan Parties are the sole owners of the claims released by the Release Provision, and no Loan
Party has heretofore conveyed or assigned any interest in any such claim to any other Person. 

(c)    Each Loan Party understands that the Release Provision was a material consideration in the
agreement of the Administrative Agent and the Lenders to enter into this Agreement. The Release Provision shall be in addition to any rights, privileges and immunities granted to the Administrative Agent and the Lenders under the Investment
Documents. 
 5.    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. 

  
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 (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 except as have been made or obtained. 

(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. 
 (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. 

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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

			
		 	By:	 	 /s/ Domenic
Serafino                                        

 Name: Domenic Serafino
 Title: Chief Executive
Officer

		
		 	 VENUS CONCEPT USA INC.,
 a Delaware
corporation

			
		 	By:	 	 /s/ Domenic
Serafino                                        

 Name: Domenic Serafino
 Title: President

		
	PARENT:	 	 VENUS CONCEPT LTD.,
 an Israeli
corporation

			
		 	By:	 	 /s/ Domenic
Serafino                                        

 Name: Domenic Serafino
 Title: Chief Executive
Officer

		
	SUPER PARENT:	 	 VENUS CONCEPT INC.,
 a Delaware
corporation

			
		 	By:	 	 /s/ Domenic
Serafino                                        

 Name: Domenic Serafino
 Title: Chief Executive
Officer


 VENUS CONCEPT CANADA CORP. AND VENUS CONCEPT USA INC. 

TWELFTH AMENDMENT TO CREDIT AGREEMENT 

  
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	 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/ Avinash
Amin                        

Name: Avinash
Amin                        

Title:
   Member                                  


 VENUS CONCEPT CANADA CORP. AND VENUS CONCEPT USA INC. 

TWELFTH AMENDMENT TO CREDIT AGREEMENT 

  
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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/ 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                                  


 VENUS CONCEPT CANADA CORP. AND VENUS CONCEPT USA INC. 

TWELFTH AMENDMENT TO CREDIT AGREEMENT 

  
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