EX-10.1





 Exhibit 10.1 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT 

THIS THIRTEENTH AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) dated as of June 30, 2020 (the “Thirteenth
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, that certain Twelfth Amendment to Credit Agreement dated as of April 29, 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 Thirteenth Amendment Effective Date, the Credit Agreement shall be amended as
follows: 
 (a)    Section 2.06(c)(i) of the Credit Agreement is hereby amended and restated in its
entirety to read as follows: 
 (i)    Commencing on January 1, 2020 and continuing through and
including the Interest Payment Date to occur on June 30, 2020 (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, (w) it is hereby acknowledged and agreed that the outstanding
principal amount 

  
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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, (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 on the Twelfth Amendment Effective Date was $65,226,294, (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 June 30, 2020 was $66,574,304.07, 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. 

(b)    Section 8.16(a) of the Credit Agreement is hereby amended and restated in its entirety to read as
follows: 
 (a)    Minimum Revenues. Permit Consolidated Revenues for any four consecutive fiscal
quarter period to be less than (i) $80,000,000, for any four consecutive fiscal quarter period ending during the period from the Third Amendment Effective Date through and including September 30, 2018, and (ii) subject to the immediately
following sentence, for any four consecutive fiscal quarter period ending thereafter, an amount equal to the greater of (A) $100,000,000 and (B) one hundred and fifty percent (150.00%) of the aggregate Outstanding Amount of the Loans as of the
last day of such four consecutive fiscal quarter period. Notwithstanding the foregoing, no Loan Party shall permit Consolidated Revenues to be less than (A) $85,000,000, for the four consecutive fiscal quarter period ending June 30, 2020, and
(B) $75,000,000, for the four consecutive fiscal quarter period ending September 30, 2020, and for the avoidance of doubt, the covenant levels set forth in clause (ii) of the immediately preceding sentence shall not apply to the
four consecutive fiscal quarter periods ending June 30, 2020 and September 30, 2020. 

(c)    Section 9.01 of the Credit Agreement is hereby amended by (i) replacing the “.” at
the end of clause (n) thereof with the text “; or”, and (ii) adding the following new clause (o) thereto to read as follows: 

(o)    Qualified Capital Stock. The Super Parent fails (i) to raise at least $5,000,000 of cash
proceeds from the issuance of its Qualified Capital Stock during the period from June 1, 2020 through September 30, 2020, or (ii) to use its best efforts to raise at least $2,000,000 of additional cash proceeds from the issuance of
its Qualified Capital Stock (in addition to the requirement set forth in clause (i) above) during the period from June 1, 2020 through September 30, 2020. 

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 

  
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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”): 

(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 Thirteenth 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 

  
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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. 
 (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. 

  
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 (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. 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT 













									
	 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. 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT 













									
	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. 

THIRTEENTH AMENDMENT TO CREDIT AGREEMENT