This VOTING AGREEMENT (this Agreement), dated as of March 15, 2019, is by and between Restoration Robotics, Inc., a Delaware corporation (Restoration Robotics) and each of the Persons set forth on Schedule I (each a Shareholder).
WHEREAS, as of the date hereof, the Shareholder is the holder of the number of ordinary shares, nominal value of NIS 0.001 per share (the Company Ordinary Shares), and/or Series A Preferred Shares, nominal value of NIS 0.001 per share, Series B Preferred Shares, nominal value of NIS 0.001 per share, Series C Preferred Shares, nominal value of NIS 0.001 per share and Series D Preferred Shares, nominal value of NIS 0.001 per share (collectively, Company Preferred Shares), of Venus Concept Ltd., a private company incorporated under the laws of Israel (the Company), and/or options to purchase Company Ordinary Shares (Company Options), and/or warrants to purchase Company Ordinary Shares and/or Company Preferred Shares (Company Warrants), in each case, as set forth opposite the Shareholders name on Schedule I (all such Company Ordinary Shares and Company Preferred Shares set forth on Schedule I, together with any Company Ordinary Shares or Company Preferred Shares or securities convertible into, exercisable or exchangeable for or that represent the right to receive Company Ordinary Shares or Company Preferred Shares that are granted, issued to or otherwise acquired or owned by the Shareholder, in each case, solely after the date of this Agreement but prior to the Expiration Time (as defined herein) being referred to herein as the Subject Shares);
WHEREAS, the Company, Radiant Merger Sub, Inc., a private company incorporated under the laws of Israel and a wholly-owned subsidiary of Restoration Robotics (Merger Sub), and Restoration Robotics propose to enter into an Agreement and Plan of Merger and Reorganization, dated as of the date hereof (as the same may be amended from time to time in accordance with its terms, the Merger Agreement), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving corporation (the Merger), upon the terms and subject to the conditions set forth in the Merger Agreement (capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement); and
WHEREAS, as a condition to its willingness to enter into the Merger Agreement, Restoration Robotics has required that the Shareholder, and as an inducement and in consideration therefor, the Shareholder (in the Shareholders capacity solely as a holder of Subject Shares) has agreed to, enter into this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: