SUBORDINATION OF DEBT AGREEMENT
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.
R E C I T A L S:
A. The Borrower is now or will be from time to time hereafter indebted in various sums to the Junior Lender pursuant to certain existing and/or future notes, agreements and instruments (collectively, the Junior Debt Instruments).
B. The Junior Lender desires that the Senior Lender extend and/or continue the extension of credit to the Borrower from time to time as the Senior Lender in its sole discretion may determine, and as a condition of such extension and/or continued extension of such credit, the Senior Lender is requiring that the Junior Debt (as defined below) be subordinated to the Senior Debt (as defined below) in the manner hereinafter set forth; and
C. The extension and/or continued extension of credit, as aforesaid, by the Senior Lender is necessary or desirable to the conduct and operation of the business of the Borrower, and will inure to the benefit of the Junior Lender.
A G R E E M E N T S:
NOW, THEREFORE, in consideration of the extension and/or continued extension of credit by the Senior Lender to the Borrower, as the Senior Lender may, in its sole discretion, determine, and for other good and valuable consideration to the Junior Lender, the receipt and sufficiency of which are hereby acknowledged, the Junior Lender and the Borrower hereby agree with the Senior Lender as follows:
1.1 The Junior Lender hereby subordinates the indebtedness evidenced by the Junior Debt Instruments, and any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term Borrower as used hereinafter shall include any such successor or assign) to the Junior Lender, whether such indebtedness is absolute or contingent, direct or indirect and howsoever evidenced, including without limitation, all interest thereon, including pre-petition and post- petition interest, fees and expenses and any other charges, and any refinancings thereof (collectively, the Junior Debt) to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Lender, whether absolute or contingent, direct or indirect and howsoever evidenced, including, but not limited to, all pre-petition and post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or causes of action for which the Borrower may now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and delivered or made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof, including, without limitation, the indebtedness evidenced by that certain Promissory Note dated as of even date herewith from Borrower in favor of Senior Lender in the principal amount of