VENUS CONCEPT INC. UNDERWRITING AGREEMENT 11,250,000 Shares of Common Stock Warrants to Purchase up to 5,625,000 Shares of Common StockUnderwriting Agreement • December 23rd, 2020 • Venus Concept Inc. • Surgical & medical instruments & apparatus • New York
Venus Concept Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Oppenheimer & Co. Inc. is acting as the representative (the “Representative”), an aggregate of (i) 11,250,000 authorized but unissued shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), and (ii) warrants to purchase 5,625,000 shares of Common Stock in the form attached hereto as Exhibit B (the “Warrants,” and together with the Shares, the “Securities”), of the Company. The shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares.”
