X0306 4 2019-11-07 0 0001409269 Venus Concept Inc. VERO 0001612343 EW Healthcare Partners, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 0001736240 EW Healthcare Partners-A, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 0001652285 Essex Woodlands Fund IX-GP, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 0001652286 Essex Woodlands IX, LLC 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS TX 77380 0 0 1 0 Common Stock 2019-11-07 4 A 0 3202053 A 3202053 D Common Stock 2019-11-07 4 A 0 128827 A 3330880 I See Footnote Common Stock 2019-11-07 4 A 0 2104941 A 5435821 D Common Stock 2019-11-07 4 A 0 84687 A 5520508 I See Footnote Common Stock 2019-11-07 4 A 0 1439437 3.75 A 6959945 D Common Stock 2019-11-07 4 A 0 57911 3.75 A 7017856 I See Footnote Employee Stock Options (right to buy) 7.05 2019-11-07 4 A 0 17301 A 2027-11-08 Common Stock 17301 17301 D Warrant (right to buy) 6.00 2019-11-07 4 A 0 1439437 A 2020-05-07 2024-11-07 Common Stock 719718.5 1439437 D Warrant (right to buy) 6.00 2019-11-07 4 A 0 57911 A 2020-05-07 2024-11-07 Common Stock 28955.5 57911 I See Footnote Received, in connection with the merger of a wholly-owned subsidiary of Restoration Robotics, Inc. with and into Venus Concept Ltd. (the "Merger"), in exchange for 4,844,231 shares and 708,078 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively. Held by EW Healthcare Partners L.P. ("EWHP"). Essex Woodlands Fund IX-GP, L.P. ("EW Fund IX GP") is the general partner of EWHP and EWHP-A (as defined below). Essex Woodlands IX, LLC ("Essex IX General Partner") is the general partner of Essex IX Fund GP. Martin P. Sutter, R. Scott Barry, Ronald W. Eastman, Petri Vainio and Steve Wiggins are each a Manager of Essex IX General Partner (the "Managers"). Each of the Managers may be deemed to exercise shared voting and investment power with respect to such shares. Each of EW Fund IX GP, Essex IX General Partner and the Managers, including Mr. Barry who is a member of the Issuer's board of directors, disclaims beneficial ownership of the shares held by EWHP and EWHP-A, except to the extent of any pecuniary interests therein. Received, in connection with the Merger, in exchange for 194,896 shares and 28,488 shares of Series C Preferred Stock and Series D Preferred Stock of Venus Concept Ltd., respectively. Held by EW Healthcare Partners-A L.P. ("EWHP-A"). Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $4,806,617.66, $1,895,180.45 and $7,718,054.15, respectively. Received, in connection with the Merger, upon the conversion of the outstanding principal and any accrued and unpaid interest of three 8% Convertible Promissory Notes issued by Venus Concept Ltd., dated as of June 25, 2019, August 14, 2019 and August 21, 2019, in the original principal amounts of $193,382.50, $76,248.03 and $310,517.37, respectively. These securities were purchased from the Issuer at a purchase price of $3.75 per unit, consisting of one share of Common Stock and a warrant exercisable for 0.5 shares of Common Stock, with two warrants exercisable for one share of Common Stock at an exercise price of $6.00 per share. As of the Transaction Date, 8,285 of these options to acquire Common Stock of the Issuer are fully vested and exercisable. Of the remaining balance, 361 options vest and become exercisable monthly from November 8, 2019 through November 8, 2021. Received, in connection with the Merger in exchange for an employee stock option to acquire 30,000 Venus Concept Ltd. ordinary shares with an original exercise price of $4.00 per share. EW Healthcare Partners L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk 2019-11-07 EW Healthcare Partners-A L.P.; By Essex Woodlands Fund IX-GP, L.P., its General Partner; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk 2019-11-07 Essex Woodlands IX-GP, L.P.; By Essex Woodlands IX, LLC, its General Partner; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk 2019-11-07 Essex Woodlands IX, LLC; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk 2019-11-07