EW Healthcare Partners, L.P. - 20 Oct 2023 Form 4 Insider Report for Venus Concept Inc. (VERO)

Footnote F1

The shares of Senior Convertible Preferred Stock are convertible into shares of Common Stock at a ratio of 2.6667 shares of Common Stock for each share of Senior Convertible Preferred Stock at the option of the holder at any time or by the Issuer under certain conditions.

Footnote F2

The share total shown above is the aggregate amount of shares of Senior Convertible Preferred Stock purchased by EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A") on the date set forth above. EWHP purchased 483,078 shares of the amount shown above and EWHP-A purchased 19,435 shares of the amount shown above. EWHP now holds a total of 1,514,864 shares of Senior Convertible Preferred Stock (convertible into 4,039,688 shares of Common Stock) of the Issuer and EWHP-A now holds a total of 60,946 shares of Senior Convertible Preferred Stock (convertible into 162,525 shares of Common Stock) of the Issuer.

Footnote F3

Essex Woodlands Fund IX-GP, L.P. (the "EW Fund IX GP"), is the general partner of each of EW Healthcare Partners, L.P. ("EWHP") and EW Healthcare Partners-A, L.P. ("EWHP-A" and together with EWHP, the "EWHP Funds"). Essex Woodlands IX, LLC (the "General Partner") is the general partner of EW Fund IX GP. The General Partner holds sole voting and dispositive power over the shares held by each of the EW Funds (the "Shares''). The managers of the General Partner are Martin P. Sutter, Scott Barry, Ron Eastman, Petri Vainio and Steve Wiggins (collectively, the ''Managers'') and may exercise voting and investment control over the Shares only by majority action of the Managers. Each individual Manager, the EW Fund IX GP and the General Partner disclaims ownership over the Shares except to the extent of his or its respective pecuniary interest therein.