X0306 4 2020-03-18 0001409269 Venus Concept Inc. VERO 0001435183 Kong Garheng 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 120000 25.00 A Common Stock 1200000 120000 I By Partnership Warrant (right to buy) 3.50 2020-03-18 4 P 0 900000 A Common Stock 900000 900000 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 HealthQuest Partners II, L.P. ("HealthQuest"). HealthQuest Venture Management II, L.L.C. ("HQVM II"), the general partner of HealthQuest, and Garheng Kong, the managing member of HQVM II, may be deemed to have sole voting and dispositive power with respect to the shares held of record by HealthQuest. Mr. Kong and HQVM II disclaim beneficial ownership of all shares held by HealthQuest 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. /s/ Domenic Di Sisto, attorney-in-fact 2020-03-20