X0306 4 2019-11-07 1 0001409269 Venus Concept Inc. VERO 0001293171 Kliman Gilbert H 2710 SAND HILL ROAD, SUITE 200 MENLO PARK CA 94025 1 0 1 0 Common Stock 2019-11-07 4 C 0 301605 A 658657 I See footnote Unsecured Subordinated Convertible Promissory Note 2019-11-07 4 C 0 2000000.00 0.00 D 2020-08-28 Common Stock 301605 0 I See footnote Received in connection with the Agreement and Plan of Merger and Reorganization dated March 15, 2019, among the Issuer (formerly known as Restoration Robotics, Inc.), Radiant Merger Sub Ltd, an entity organized under the laws of Israel and Venus Concept Ltd, an entity organized under the laws of Israel (the "Merger"), upon the conversion of the outstanding principal and any accrued and unpaid interest of an 8% Convertible Promissory Notes issued by Venus Concept Inc., dated as of February 28, 2019 in the original principal amount of $2,000,000.00 and accrued interest income of $110,027.40. Share data reported herein reflects the 1-for-15 reverse stock split that occurred after the note conversion on November 7, 2019. The securities are directly held by InterWest Partners IX, LP ("IW9"). InterWest Management Partners IX, LLC ("IMP9") as the general partner of IW9, may be deemed to beneficially own the shares held by IW9. The Reporting Person is a Managing Director of IMP9, and as such may be deemed to beneficially own the shares held by IW9. The Reporting Person disclaims beneficial ownership of such shares except to the extend of his pecuniary interest therein. The Reporting Person ceased to be a Director of the Issuer, and IW9 ceased to be a 10% owner of the Issuer, upon closing of the Merger. This Unsecured Subordinated Convertible Promissory Note was converted with a conversion price of $0.4664 prior to the 1-for-15 reverse stock split that occurred on November 7, 2019. This Unsecured Subordinated Convertible Promissory Note converted upon the consummation of the Merger, pursuant to its terms. /s/ Karen Wilson, Attorney-in-Fact for Gilbert H. Kliman 2019-11-12