Amendment to Secured Subordinated Convertible Notes, dated February 28, 2025, by and among Venus Concept Inc., Venus Concept Canada Corp., Venus Concept USA Inc., Venus Concept Ltd., EW Healthcare Partners, L.P. and EW Healthcare Partners-A, L.P

2.        Conditions Precedent. This Amendment shall be effective upon the date on which the Investors have received counterparts of this Amendment duly executed by the Obligors and the Investors.

3.         Reaffirmation. Each Obligor acknowledges and reaffirms that it is (a) bound by all of the terms of the Transaction Documents to which it is a party and (b) responsible for the observance and full performance of all Obligations. Furthermore, the Obligors acknowledge and confirm that by entering into this Amendment, the Investors and Collateral Agent do not, except as expressly set forth herein, waive or release any term or condition of any of the Transaction Documents, as amended by this Amendment, or any of the Investors’ or Collateral Agent’s rights or remedies under such Transaction Documents or any applicable law.

4.         Representations and Warranties. After giving effect to this Amendment, the Obligors represent and warrant to the Investors as follows:

(d)          This Amendment has been duly executed and delivered by the Obligors and constitutes their legal, valid, and binding obligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium, or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

(e)          No consent, approval, authorization or order of, or filing, registration, or qualification with, any court or governmental authority or third party is required in connection with the execution, delivery or performance by the Obligors of this Amendment.

(f)           The execution and delivery of this Amendment does not (i) violate, contravene, or conflict with any provision of the Obligors’ organizational documents or (ii) materially violate, contravene, or conflict with any laws applicable to the Obligors or their respective subsidiaries

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(g)           The Obligors’ obligations are not reduced or modified by this Amendment and are not subject to any offsets, defenses, or counterclaims.

(a)          The Obligors agree that the Investors, Collateral Agent, each of their respective affiliates and each of the foregoing Persons’ respective officers, managers, members, directors, advisors, partners, agents, and employees, and their respective successors and assigns (collectively, the “Collateral Agent 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 Transaction Documents on or prior to the date hereof.

(b)          The Obligors acknowledge, represent, and warrant to the Collateral Agent Group that:

(i)          The Obligors have read and understand the effect of the Release Provision. The Obligors have had the assistance of independent counsel of their own choice, or have had the opportunity to retain such independent counsel, in reviewing, discussing, and considering the Release Provision; and if counsel was retained, counsel for the Obligors has read and considered the Release Provision and advised the Obligors with respect to the same. Before execution of this Amendment, the Obligors have had adequate opportunity to make whatever investigation or inquiry they may deem necessary or desirable in connection with the subject matter of the Release Provision.

(ii)          The Obligors are not acting in reliance on any representation, understanding, or agreement not expressly set forth herein. The Obligors acknowledge that the Collateral Agent Group has not made any representation with respect to the Release Provision except as expressly set forth herein.

(iii)          The Obligors have executed this Amendment and the Release Provision thereof as their free and voluntary act, without any duress, coercion, or undue influence exerted by or on behalf of any person.

(iv)          The Obligors are the sole owner of its respective claims released by the Release Provision, and the Obligors have not heretofore conveyed or assigned any interest in any such claims to any other Person.

(c)          The Obligors understand that the Release Provision was a material consideration in the agreement of the Collateral Agents to enter into this Amendment. The Release Provision shall be in addition to any right, privileges, and immunities granted to the Collateral Agent under the Transaction Documents.

(a)          The EW Notes, as may be modified hereby, and the obligations of the Obligors thereunder and under the other Transaction Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Amendment shall constitute a Transaction Document under the NPA.

(b)          Except as specifically provided in this Amendment, this Amendment does not vary the terms and provisions of the NPA, any EW Notes or any other Transaction Document. This Amendment shall not impair the rights, remedies, and security given in and by the NPA, any Note or any other Transaction Document. The terms of this Amendment shall control any conflict between its terms and those of the NPA.

(c)          This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, and all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by scanned .pdf or DocuSign shall be effective as an original.

(d)          Venus Concept agrees to reimburse the Investors, upon execution of this Amendment, for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Investors) incurred in connection with the negotiation, preparation, and execution of this Amendment and all other documents negotiated, prepared, and executed in connection with this Amendment.