FIFTH AMENDMENT TO CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this Agreement) dated as of March 15, 2019 (the Fifth Amendment Effective Date) is entered into 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 Lenders party hereto and MADRYN HEALTH PARTNERS, LP, a Delaware limited partnership, as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).
WHEREAS, the Borrowers, the Parent, the Guarantors, the Lenders and the Administrative Agent have entered into that certain Credit Agreement dated as of October 11, 2016 (as amended by that certain First Amendment to Credit Agreement and Investment Documents dated as of May 25, 2017, that certain Second Amendment to Credit Agreement and Consent Agreement dated as of February 15, 2018, that certain Third Amendment to Credit Agreement and Waiver dated as of August 14, 2018, that certain Fourth Amendment to Credit Agreement dated as of January 11, 2019, and as further amended or modified from time to time, the Credit Agreement);
WHEREAS, the Loan Parties have requested that the Credit Agreement be amended to provide for certain modifications of the terms of the Credit Agreement;
WHEREAS, the Lenders are willing to amend the Credit Agreement subject to the terms and conditions hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Effective as of the Fifth Amendment Effective Date, the Credit Agreement shall be amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended by adding the following defined terms in appropriate alphabetical order to read as follows:
Equity Commitment Letter means that certain letter agreement, dated as of the Fifth Amendment Effective Date, by and among the Parent, Radiant, Inc., and the Investors party thereto, as in effect on the Fifth Amendment Effective Date and as may be amended in a manner not materially adverse to the Administrative Agent or the Lenders.
Fifth Amendment Effective Date means March 15, 2019.