FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 ARE BEING PAID IN CONNECTION WITH THIS NOTE, AS REQUIRED BY FLORIDA LAW.
[MAIN STREET PRIORITY LOAN FACILITY]
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|Date of Note: || ||December 8, 2020|
|Amount of Note: || ||FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00)|
FOR VALUE RECEIVED, VENUS CONCEPT USA INC., a Delaware corporation (the Borrower) hereby covenants and promises to pay to the order of CITY NATIONAL BANK OF FLORIDA, its successors and/or assigns (the Lender), at 100 S.E. 2nd Street, 13th Floor, Miami, Florida 33131, or at such other place as Lender may designate to Borrower in writing from time to time, in legal tender of the United States, FIFTY MILLION AND 00/100 DOLLARS ($50,000,000.00), together with all accrued interest, which shall be due and payable upon the following terms and conditions contained in this Promissory Note (this Note) and the Loan Agreement (as defined herein). Any capitalized term not otherwise defined herein shall have the meaning given to such term in the Loan Agreement.
(a) Interest shall accrue on the unpaid principal balance of this Note from the date hereof at a rate per annum equal to the LIBOR 30-Day Rate (as defined below), plus three percent (3%) (as the same may be modified below, the Interest Rate Margin) (as the same may be modified below, the Interest Rate).
(b) As used herein, LIBOR 30-Day Rate means the rate of interest per annum equal to the London Interbank Offered Rate (LIBOR) for thirty (30) day U.S. dollar deposits as published in the Money Rates column of the local edition of The Wall Street Journal. If such LIBOR 30-Day Rate is no longer available from the Wall Street Journal, but otherwise continues to be readily available from another publisher in the marketplace, Lender, at its sole discretion, shall choose a new publisher of the LIBOR 30-Day Rate. This rate will be effective on and from the date hereof, based on the most recent rate information available, and will be effective until January 7, 2021. On January 8, 2021, the interest rate shall be readjusted to the current LIBOR 30-Day Rate, or, if applicable, the current LIBOR Successor Rate (as defined below), plus the Interest Rate Margin, or, if applicable, the Successor Interest Rate Margin (as defined below), based on the most recent rate information available on the date that the interest rate is adjusted and such rate shall be effective until February 7, 2021. The rate shall thereafter be adjusted on the eight (8th) day of each calendar month thereafter at the then current LIBOR 30-Day Rate, or, if applicable, the current LIBOR Successor Rate, plus the Interest Rate Margin or, if applicable, the Successor Interest Rate Margin, based on the most recent rate information available on the date that the interest rate is adjusted.
(c) If The Wall Street Journal or its successor ceases to publish the LIBOR 30-Day Rate, or if LIBOR is permanently or indefinitely unavailable or unascertainable, or a Governmental Authority (as defined in the Loan Agreement, and including the Board of Governors of the Federal Reserve, the Office of the Comptroller of the Currency, or the Alternative Reference Rates Committee) has made a public statement identifying a specific date after which the LIBOR 30-Day Rate shall no longer be made available or used for determining the interest rate of loans (the LIBOR Sunset Date), then at any time within ninety (90) days of the LIBOR Sunset Date, or reasonably promptly after such occurrence, Lender shall amend this Note (without the need for any action or consent by Borrower) to (i) replace the LIBOR 30-Day Rate with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving consideration to any similar loans for such alternative benchmarks (any such proposed rate, a LIBOR Successor Rate), (ii) adjust the Interest Rate Margin on a permanent basis (the Successor Interest Rate Margin) by a factor equal to the positive or negative difference which, on the date of the adjustment, will make the LIBOR 30-Day Rate plus the Interest Rate Margin substantially equal to the LIBOR Successor Rate plus the Successor Interest Rate Margin, and (iii) make any LIBOR Successor Rate Changes (as defined herein), and Lender shall give Borrower prompt notice thereof (it being understood that such amendment may become effective prior to such notice). In the event that on the date selected by Lender to