X0306 4 2020-03-18 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 Series A Preferred Stock 2020-03-18 4 P 0 519114.7 25.00 A Common Stock 5191147 519114.7 D Warrant (rights to buy) 3.50 2020-03-18 4 P 0 3893360 A Common Stock 3893360 3893360 D Series A Preferred Stock 2020-03-18 4 P 0 20885.3 25.00 A Common Stock 208853 20885.3 I See Footnote Warrant (rights to buy) 3.50 2020-03-18 4 P 0 156640 A Common Stock 156640 156640 I See Footnote 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). 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"). EWHP-A is an affiliated fund of 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. 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. 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 2020-03-20 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 2020-03-20 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 2020-03-20 Essex Woodlands IX, LLC; By R. Scott Barry, Manager; By Richard Kolodziejcyk, Attorney-in-Fact /s/ Richard Kolodziejcyk 2020-03-20