PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT VENUS CONCEPT INC.Venus Concept Inc. • February 27th, 2024 • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 27, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venus Concept Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 22, 2024.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • March 30th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after 181 days following the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 18, 2025 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Venus Concept Inc., a Delaware corporation (the “Company”), up to _________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 27th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 22, 2024, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
ContractVenus Concept Inc. • March 30th, 2020 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
RESTORATION ROBOTICS, INC. UNDERWRITING AGREEMENT Shares of Common StockUnderwriting Agreement • August 6th, 2018 • Restoration Robotics, Inc. • Surgical & medical instruments & apparatus • New York
Restoration Robotics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom William Blair & Company, L.L.C. is acting as the representative (the “Representative”), an aggregate of authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to additional shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
PURCHASE AGREEMENTPurchase Agreement • July 12th, 2022 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of July 12, 2022, by and between VENUS CONCEPT INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 1st, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus
THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of May 19, 2015 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and RESTORATION ROBOTICS, INC., a Delaware corporation with offices located at 128 Baytech Drive, San Jose, CA 95134 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
RESTORATION ROBOTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 18th, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [Date] by and between Restoration Robotics, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2022 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Illinois
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 12, 2022, is entered into by and between VENUS CONCEPT INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Investor”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
ContractRestoration Robotics, Inc. • May 15th, 2018 • Surgical & medical instruments & apparatus • New York
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
VENUS CONCEPT INC. UNDERWRITING AGREEMENT 11,250,000 Shares of Common Stock Warrants to Purchase up to 5,625,000 Shares of Common StockUnderwriting Agreement • December 23rd, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
Venus Concept Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Oppenheimer & Co. Inc. is acting as the representative (the “Representative”), an aggregate of (i) 11,250,000 authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants to purchase 5,625,000 shares of Common Stock in the form attached hereto as Exhibit B (the “Warrants,” and together with the Shares, the “Securities”), of the Company. The shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares.”
Legacy Baytech Park Lease Agreement Basic Lease InformationLease Agreement • September 1st, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus • California
THIRD AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • August 30th, 2021 • Venus Concept Inc. • Surgical & medical instruments & apparatus
This THIRD AMENDED AND RESTATED SECURITY AGREEMENT Effectively dated as of July 24, 2021 (the “Security Agreement”), is executed by VENUS CONCEPT INC., a Delaware corporation, and VENUS CONCEPT USA INC., a Delaware corporation both whose address is 235 Yorkland Blvd., Suite 900, Toronto, Ontario, Canada M2J 4Y8 (collectively, the “Debtor”), and CITY NATIONAL BANK OF FLORIDA, whose address is 100 S.E. 2nd Street, 13th Floor, Miami, FL 33131 (the “Bank”).
RESALE REGISTRATION RIGHTS AGREEMENTResale Registration Rights Agreement • October 5th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
THIS RESALE REGISTRATION RIGHTS AGREEMENT, dated as of October 4, 2023 (this “Agreement”), has been entered into by and among VENUS CONCEPT INC., a Delaware corporation (the “Company”), Madryn Health Partners, LP (“Madryn”) and Madryn Health Partners (Cayman Master), LP (“Cayman Master,” and together with Madryn, the “Noteholders”).
VENUS CONCEPT INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of [DATE] by and between Venus Concept, Inc., a Delaware corporation (the “Company”), and [NAME] (“Indemnitee”).
RESTORATION ROBOTICS, INC. STOCK PURCHASE RIGHT GRANT NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • September 1st, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus • Delaware
Pursuant to its 2015 Equity Incentive Plan (the “Plan”), Restoration Robotics, Inc., a Delaware corporation (the “Company”), hereby grants to the Purchaser listed below (“Purchaser”), the right to purchase the number of shares of the Company’s Common Stock set forth below (the “Shares”) at the purchase price set forth below (the “Stock Purchase Right”). This Stock Purchase Right is subject to all of the terms and conditions set forth herein, in the Plan and in the certain Restricted Stock Purchase Agreement attached hereto as Exhibit A (the “Restricted Stock Purchase Agreement”), each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Purchase Right Grant Notice (the “Grant Notice”) and the Restricted Stock Purchase Agreement.
CREDIT AGREEMENT Dated as of October 11, 2016 among VENUS CONCEPT CANADA CORP. and VENUS CONCEPT USA INC. as the Borrowers, VENUS CONCEPT LTD., as the Parent, CERTAIN OTHER SUBSIDIARIES OF THE PARENT, as the Guarantors, VISIUM HEALTHCARE PARTNERS, LP,...Credit Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This CREDIT AGREEMENT is entered into as of October 11, 2016 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”), the Guarantors (defined herein) from time to time party hereto, the Lenders (defined herein) from time to time party hereto and VISIUM HEALTHCARE PARTNERS, LP, a Delaware limited partnership, as Administrative Agent.
ContractRestoration Robotics Inc • September 1st, 2017 • Surgical & medical instruments & apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
PURCHASE AGREEMENTPurchase Agreement Purchase Agreement • June 16th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of June 16, 2020, by and between VENUS CONCEPT INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS SECURITY AGREEMENT dated as of October 11, 2016 (as amended, modified, restated or supplemented from time to time, this “Security Agreement”) is by and among the parties identified as “Grantors” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and Visium Healthcare Partners, LP, as administrative agent (in such capacity, the “Administrative Agent”) for the Secured Parties (defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Delaware
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 7, 2019, is made by and among Venus Concept Inc. (formerly named Restoration Robotics, Inc. (“Restoration Robotics”)), a Delaware corporation (the “Company”) and the investors listed on Schedule I hereto (together with their Permitted Transferees that become party hereto, the “Investors”).
FOURTH AMENDED AND RESTATED GUARANTY OF PAYMENT AND PERFORMANCEVenus Concept Inc. • August 30th, 2021 • Surgical & medical instruments & apparatus
This Fourth Amended and Restated Guaranty of Payment and Performance (this “Guaranty”) is made as of this 24th day of July, 2021, by VENUS CONCEPT LTD., an Israeli limited corporation (the “Guarantor”), in favor of CITY NATIONAL BANK OF FLORIDA (“Lender”).
SUBORDINATION OF DEBT AGREEMENTSubordination of Debt Agreement • December 15th, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
This SUBORDINATION OF DEBT AGREEMENT is entered into as of December _9_, 2020 (the “Agreement”), 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 USA INC., a Delaware limited liability company (the “Borrower”), whose address is 1880 N. Commerce Parkway, Suite 2, Weston, Florida 33326.
FOURTH AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 30th, 2021 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Florida
THIS FOURTH AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), effectively dated as of July 24, 2021, by and between VENUS CONCEPT USA INC., a Delaware corporation, whose address is 235 Yorkland Blvd., Suite 900, Toronto, ON M2J 4Y8 (“Venus USA”); VENUS CONCEPT CANADA CORP., a Canadian corporation whose address is 235 Yorkland Blvd., Suite 900, Toronto, ON M2J 4Y8 (“Venus Canada”), and VENUS CONCEPT INC., a Delaware corporation, whose address is 235 Yorkland Blvd., Suite 900, Toronto, ON M2J 4Y8 (“VCI”), jointly and severally (collectively, the “Borrower”), and CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the “Lender”), whose address is 100 SE 2nd Street, 13th Floor, Miami, Florida 33131.
ContractRestoration Robotics, Inc. • August 23rd, 2019 • Surgical & medical instruments & apparatus • Delaware
THIS INSTRUMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF JUNE 25, 2019, BY AND AMONG EW HEALTHCARE PARTNERS, L.P., EW HEALTHCARE PARTNERS-A, L.P., HEALTHQUEST PARTNERS II, L.P., LONGITUDE VENTURE PARTNERS II, L.P. AND MADRYN HEALTH PARTNERS, LP, AND ACKNOWLEDGED AND AGREED TO BY VENUS CONCEPT CANADA CORP., VENUS CONCEPT USA INC. AND VENUS CONCEPT LTD (THE “MADRYN SUBORDINATION AGREEMENT”).
THESE SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES...Venus Concept Inc. • January 19th, 2024 • Surgical & medical instruments & apparatus • New York
THIS INSTRUMENT IS SUBORDINATED TO ALL INDEBTEDNESS NOW OR HEREAFTER OWING BY THE MAKER TO CITY NATIONAL BANK OF FLORIDA, AS PROVIDED IN THOSE CERTAIN SUBORDINATION OF DEBT AGREEMENTS DATED AS OF JANUARY 18, 2024.
ContractRestoration Robotics, Inc. • August 14th, 2019 • Surgical & medical instruments & apparatus • Delaware
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNDER CIRCUMSTANCES THAT WOULD RESULT IN A VIOLATION OF SUCH LAWS. THIS NOTE IS SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AS SET FORTH IN THIS NOTE.
Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. FIRST AMENDMENT TO HARRIS/HSC LICENSE AGREEMENTHSC License Agreement • September 22nd, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus
This First Amendment to Harris/HSC License Agreement between Restoration Robotics, Inc., James A. Harris, MD and HSC Development LLC (the “First Amendment to License Agreement”) is made effective as of January 5, 2009 (the “Effective Date of the First Amendment to License Agreement”).
RESTORATION ROBOTICS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT February 7, 2013Investors’ Rights Agreement • September 1st, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus • California
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made and entered into as of February 7th, 2013 by and among Restoration Robotics, Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Preferred Stock identified on Exhibit A attached hereto (the “Investors”). Other capitalized terms used in this Agreement have the meanings ascribed to them in Section 4.1.
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 20th, 2019 • Restoration Robotics, Inc. • Surgical & medical instruments & apparatus • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this•” Agreement") is entered into as of June 29, 2018, 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 , collective l y, the "Lenders").
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • January 19th, 2024 • Venus Concept Inc. • Surgical & medical instruments & apparatus
THIS GUARANTY AND SECURITY AGREEMENT dated as of January 18, 2024 (as amended, modified, restated or supplemented from time to time, this “Agreement”) is by and among the parties identified as “Obligors” on the signature pages hereto and such other parties as may become Obligors hereunder after the date hereof (individually an “Obligor”, and collectively the “Obligors”) and EW Healthcare Partners, L.P., as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. LICENSE AGREEMENTLicense Agreement • September 22nd, 2017 • Restoration Robotics Inc • Surgical & medical instruments & apparatus • Delaware
THIS LICENSE AGREEMENT (“License Agreement”) is made and entered as of July 25, 2006 (“Effective Date”), between Restoration Robotics, Inc., a Delaware corporation having a place of business at 1383 Shore Bird Way, Mountain View, CA 94043 (“Restoration”), HSC Development LLC, a Delaware limited liability company having a place of business at 3003 E. Third Avenue, Suite 201, Denver, CO 80206 (“HSC”), and James A. Harris, MD, an individual having an address of [***] (“Harris”), each referred to herein as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 15th, 2023 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
This Stock Purchase Agreement (this “Agreement”) is dated as of May 15, 2023, between Venus Concept Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, the “Purchaser” and collectively, the “Purchasers,” and together with the Company, the “Parties”).
Venus Concept Canada Corp. EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2019 • Venus Concept Inc. • Surgical & medical instruments & apparatus • Ontario
This Employment Agreement (the “Agreement”) is made and entered into by and between Domenic Serafino (“Executive”) and the “Company (together referred to herein as the “Parties”), effective as of January 1, 2016 (the “Effective Date”).
FORM OF VENUS LOCK-UP AGREEMENTRestoration Robotics, Inc. • March 15th, 2019 • Surgical & medical instruments & apparatus • Delaware
