X0306 4 2020-03-18 0001409269 Venus Concept Inc. VERO 0001407547 BARRY RICHARD SCOTT C/O VENUS CONCEPT INC. 235 YORKLAND BLVD., SUITE 900 TORONTO A6 M2J 4Y8 ONTARIO, CANADA 1 0 1 0 Series A Preferred Stock 2020-03-18 4 P 0 519114.7 25.00 A Common Stock 5191147 519114.7 I By Partnership Warrant (right to buy) 3.50 2020-03-18 4 P 0 3893360 A Common Stock 3893360 3893360 I By Partnership Series A Preferred Stock 2020-03-18 4 P 0 20885.3 25.00 A Common Stock 208853 20885.3 I By Partnership Warrant (right to buy) 3.50 2020-03-18 4 P 0 156640 A Common Stock 156640 156640 I By Partnership Each share of Series A Preferred Stock converts into ten shares of Common Stock for no additional consideration. The Series A Preferred Stock is convertible into common stock at any time, upon approval of the stockholders, and has no expiration date. These securities were purchased from the Issuer at a purchase price of $2.50 per unit (consisting of one-tenth of one share of Series A Preferred Stock and 0.75 of a Warrant, with each whole Warrant exercisable for one share of Common Stock, at an exercise price of $3.50 per share). 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. The Warrants have a five-year term and are exercisable beginning 181 days after their issue date. Held by EW Healthcare Partners-A L.P. ("EWHP-A"). /s/ Domenic Di Sisto, attorney-in-fact 2020-03-20