Material Agreement Form 8 K

Consent Agreement

On October 31, 2024, Venus Concept Inc. (the "Company"), Venus Concept USA, Inc., a wholly-owned subsidiary of the Company ("Venus USA" or "Borrower"), Venus Concept Canada Corp., a wholly-owned Canadian subsidiary of the Company ("Venus Canada"), and Venus Concept Ltd., a wholly-owned Israeli subsidiary of the Company ("Venus Israel" and together with the Company, Venus USA and Venus Canada, the "Loan Parties"), entered into a Consent Agreement with Madryn Health Partners, LP ("Madryn") and Madryn Health Partners (Cayman Master), LP ("Madryn Cayman," and together with Madryn, the "Lenders") (the "Consent Agreement").

The Consent Agreement granted relief under the Loan and Security Agreement (Main Street Priority Loan), dated December 8, 2020, among the Lenders, as lenders, and Venus USA, as borrower (the "MSLP Loan Agreement"),such that (i) certain minimum liquidity requirements under the MSLP Loan Agreement are waived through November 30, 2024, and (ii) permit Venus USA to apply the November 8, 2024 cash interest payment due under each Note (as defined in the Consent Agreement) to the respective outstanding principal balance of each Note.

The foregoing description of the Consent Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consent Agreement, a copy of which is filed hereto as Exhibit 10.1.

Bridge Loan Drawdown

As previously disclosed, on April 23, 2024, the Loan Parties entered into a Loan and Security Agreement (the "Loan and Security Agreement"), among the Borrower, as borrower, the Company, Venus Canada and Venus Israel, collectively as guarantors, the Lenders, as lenders, and Madryn, as administrative agent. Pursuant to the Loan and Security Agreement, the Lenders have agreed to provide the Borrower with bridge financing (the "Bridge Financing") in the form of a term loan in one or more draws in an aggregate principal amount of up to $5,000,000, which amount was subsequently increased to $5,237,906.85. Borrowings under the Bridge Financing will bear interest at a rate per annum equal to 12%.

On the maturity date of the Bridge Financing, the Loan Parties are obligated to make a payment equal to all unpaid principal and accrued interest. The Loan and Security Agreement also provides that all present and future indebtedness and the obligations of the Borrower to Madryn shall be secured by a priority security interest in all real and personal property collateral of the Loan Parties.

The initial drawdown under the Loan and Security Agreement occurred on April 23, 2024, when the Lenders agreed to provide the Borrower with bridge financing in the form of a term loan in the principal amount of $2,237,906.85.

The second drawdown under the Loan and Security Agreement occurred on July 26, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.

The third drawdown under the Loan and Security Agreement occurred on September 11, 2024, when the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000.

On October 30, 2024, the Lenders agreed to provide the Borrower with a subsequent drawdown under the Loan and Security Agreement in the principal amount of $1,000,000 (the "November Drawdown"). The November Drawdown was fully funded on November 1, 2024. The Company expects to use the proceeds of the November Drawdown, after payment of transaction expenses, for general working capital purposes.

For additional information regarding the Bridge Financing, please see the Current Report on Form 8-K, including the exhibits thereto, filed by the Company with the Securities and Exchange Commission on April 24, 2024.

Eighth Bridge Loan Amendment

On October 31, 2024, the Loan Parties entered into an Eighth Bridge Loan Amendment Agreement with the Lenders (the "Eighth Bridge Loan Amendment"). The Eighth Bridge Loan Amendment amended the Loan and Security Agreement to extend the maturity date of the Bridge Financing from October 31, 2024 to November 30, 2024.

The foregoing description of the Eighth Bridge Loan Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Eighth Bridge Loan Amendment, a copy of which is filed hereto as Exhibit 10.2.