a.

Venus is an international company in the business of the aesthetic industry;

b.

Venus wishes to develop its global business by partnering with appropriate key individuals or companies in local country markets with an objective to roll out the Venus business model and to work

closely with such parties in the development of business in the local country market;

c.

Sinay wishes to cooperate with Venus to roll out the Venus business model in the Singaporean market and has the knowledge, expertise and qualifications to manage and operate the day to day business of VC Singapore (as defined below);

d.

Venus and Sinay established VC Singapore, a private joint venture company with limited liability and certain joint venture structure principles whose purpose is the roll out of the Venus business model in Singapore;

e.

VC Singapore was incorporated on February 2, 2015;

1.1

The Recitals and Annexes constitute an integral part of this Joint Venture and Shareholders Agreement and are therefore fully binding on the Parties.

1.2

Unless as otherwise specified, and unless the context requires otherwise, the following capitalized terms shall have in this Joint Venture and Shareholders Agreement the meaning explained hereinbelow:

1.2.1

“Affiliated Company”: a company (i) controlling one of the Party, (ii) controlled by one of the Party or (iii) controlled by the same company controlling one of the Party;

1.2.2

“Brand”: the wording “Venus Concept Singapore PTE Ltd.” (“VC Singapore”), which is the name and the graphical brand of the Joint Venture, as well as the name of the Joint Venture’s registered internet domain;

1.2.3

“Buyout Option”: Venus’s right to buyout Sinay’s Shares, participation and interests in VC Singapore upon certain events as provided under Section 16;

1.2.4

“Business Model”: the roll out of the Venus business model for the development of the business in the local country market through the sale of its products;

1.2.5

“Confidential Information”: All information, (whether written, oral, visual electronic or otherwise) provided (both before or after the date hereof) by each Party as well as all analysis, compilations, forecasts, studies or other documents prepared by each Party related to VC Singapore, other than the one (i) which is or becomes publicly available other than as a result of a disclosure by the disclosing Party, or (ii) is or becomes available to the recipient Party on a non- confidential basis from a source (other than the disclosing Party or the disclosing Party’s representatives) which, to the recipient Party’s best knowledge after due enquiry, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation;

1.2.6

“Deadlock”: a material event related to VC Singapore’s corporate bodies, who are not capable to take decisions under Section 14.1 notwithstanding the Escalation Procedure provided under the same Section 14.1, thus triggering the Buyout Option provided under Section 16;

1.2.7

“Escalation Procedure”: the procedure described in the following Section 14.1 aimed at solving a possible deadlock occurred in the VC Singapore corporate bodies;

1.2.8

“JVSA”: this Joint Venture and Shareholders Agreement;

1.2.9

“Lock-Up Period” the period comprised between the date hereof and the 24th month thereafter;

1.2.10

“Review Date”: the date at the beginning of the first year after the incorporation of VC Singapore when the Parties shall discuss and/or negotiate in good faith any appropriate review and update of the VC Singapore’s organisation and activities;

1.2.11

“Shares” the VC Singapore’s Shares and/or interest;

1.2.12

“Strategic Plan” the business plan and budget related to the management of the Business Model, as may be amended from time to time by the Board of Directors, which is binding for the Parties and VC Singapore and constitutes an integral part of the JVSA.

1.2.13

“Territory”: Singapore.

a.

Approving of this JVSA by VC Singapore;

b.

Approval of the Strategic Plan and Business Plan;

c.

Recommending to the shareholders of VC Singapore to adopt the Amended Articles of Association of VC Singapore substantially in the form attached hereto as Exhibit A (the “Amended Articles”). Promptly following the aforesaid Board Resolution, the Amended Articles shall be submitted to the review and approval of the shareholders of VC Singapore. Both, Venus and Sinay, hereby undertake to vote in favour of the adoption of the Amended Articles.

4.1

Operational Decisions

4.2

Venus Products

4.3

Management and Staff Compensation

4.4

Cost Management

a.

General: Costs include facilities, employees, trade shows, travel etc. and any direct costs incurred on behalf of VC Singapore such as tradeshow bookings and travel to the local country event shall be paid by VC Singapore;

b.

Sales costs: Local sales representatives shall be paid by VC Singapore. This includes salary, commission and transportation costs;

c.

Clinical: The Parties will make reasonable efforts that VC Singapore will have clinical capabilities. VC Singapore will pay for all clinical related travel costs for its staff and Venus staff for training but will not be responsible for any salary or compensation of Venus trainers;

d.

Service: VC Singapore shall either have a dedicated technical service person or shall use the services of another existing services company;

e.

Product: VC Singapore shall purchase products and services only from Venus, unless otherwise approved by the VC Singapore Board of Directors. The transfer price for such purchases shall be at Venus’ full manufacturing cost, associated royalty (if any) and the estimated cost of providing warranties as required in the marketplace. For clarity, warranty costs shall not include any costs related to product defects in the first year of a new product launch. In addition, warranty costs shall not exceed normal industry standard warranty costs. Service during and after the warranty period shall be

provided by VC Singapore. There shall be no profit (on devices) to Venus as the manufacturer;

f.

Accounting, tax and financial reporting: VC Singapore shall hire its own accountant/bookkeeper that is acceptable to Venus. VC Singapore shall provide a monthly financial report to Venus, and the Parties shall meet by phone or in person quarterly to review operations and strategy. VC Singapore’s bank account may be accessed according to a Signatory Rights Procedure that shall be signed by the Parties after the Board’s approval;

g.

Management: Venus shall not charge fees to VC Singapore for management support costs, or royalties for branding or market support.

a.

Mergers, acquisitions and spin off of VC Singapore;

b.

Any material change in the corporate purpose;

c.

Any modification of the Amended Articles which adversely affect the rights of any Party hereunder;

d.

Any enlargement/reduction of the number of members of the Board of Directors.

6.1

VC Singapore is managed by a Board of Directors (the “Board”) comprising as issued of up to three members.

6.2

Board resolutions, other than the ones listed in the following Section 6.2, will require a simple majority of the directors attending the meeting.

6.3

Board resolutions on the following matters shall be referred to the exclusive competence of the Board, cannot be delegated to the competence of the General Manager (President) or of any director or board committee and shall be approved by a majority of 2 directors, one of whom shall be the director appointed by Sinay (however, it is clarified that if Sinay did not appoint any director, such matters shall be resolved by an ordinary resolution:

a.

Any acquisition/disposal of material assets (which is not in the ordinary course of business) or any intellectual property owned by VC Singapore;

b.

Approval of contracts with a Shareholder or its Affiliated Companies not foreseen under the Strategic Plan, other than financings by Venus made in accordance with Section 10;

c.

Approval of any material variation to or amendment of the Strategic Plan, other than in the context of financing by Venus in accordance with Section 10;

d.

Approval of guarantees and/or leasing agreements for purchase of VC Singapore’s assets exceeding the threshold of USD 100,000 (one hundred thousand dollars).

e.

Approval of any expenditures outside the Strategic Plan and exceeding the threshold of USD 50,000 (Fifty thousand dollars), provided however, that such approval shall require the consent of only one director appointed by Venus (instead of unanimous vote by the Board members);

f.

Settling of any dispute, litigation or arbitration having an aggregate value exceeding the threshold of USD 25,000 (twenty five thousand dollars);

g.

Approval of the balance sheets and proposal of distribution of earning.

8.1

For the purposes of this Section 8.1 and of the following Section 8.2, the words “transfer” or “to transfer” shall include all forms of sale (even together with other assets) as well as any other transaction with or without consideration (including, without limitation, donation, barter, swap, contribution in kind and in trust, merger and spin-off), the consequence of which shall cause the transfer of the ownership of the Shares to third parties or the pledge or any another lien on the Shares;

8.2

Without prejudice to the provision set forth under the following Section 8.1, during the Lock-Up Period (i.e. 24 months after the date hereof), none of the Parties may transfer the Shares, or the nude property or usufruct on the Shares, or constitute personal or collateral guarantees, liens or encumbrances upon said rights or on the Shares.

8.3

The limitations to the transfer of Shares described in Section 8.2 above shall not apply if the Shares are transferred to an Affiliated Company of Venus, provided that (i) the notice of such transfer be notified to the other Party in due advance and take place only after the transferee formally accept and execute this JVSA, and (ii) the transferor Party remains jointly liable with the transferee for the fulfilment of all the transferee’s obligations hereunder.

8.4

Sinay hereby expressly undertakes not to transfer any of his Shares to any third party during the Lock-Up Period.

9.1

Upon the expiry of the Lock-Up Period and except for transfer by Venus to an Affiliated Company, any transfer of Shares by the Parties, without prejudice to the provisions set forth in previous Section 8, shall be subject to the following provisions.

9.2

Each Party hereby grants to the other Party a Right of First Refusal in respect to any third party offer for the purchase of the Shares within the next 30 days.

9.3

The exercise of the pre-emption right is conditional upon the transferring

9.4

The procedure to be followed for the exercise of the Right of First Refusal shall be the one provided in the attached Amended Articles, as amended from time to time.

14.1

Should a Deadlock occur in any of the VC Singapore’s corporate bodies, the Parties undertake to solve the matters in accordance with the following Escalation Procedure:

a.

Should the Deadlock occur in relation to a Board resolution, the Parties will refer the matter to the Shareholders’ Meeting that will resolve on it within the following 15 business days;

b.

Should a Deadlock occur in relation to a Shareholders’ Meeting resolution or should the Shareholders’ Meeting be unable to resolve a matter referred to it pursuant to the previous paragraph a) within the above mentioned term, the deadlock matter shall be referred to a decision to the respective General Manager (President) of the Parties (which shall be Sinay and in case of Venus will be Domenico Serafino, the CEO of Venus) who will meet and resolve within the following 15 business days.

14.2

Should the meeting between the respective General Manager (President) of the Parties be unable to solve — within 45 (forty-five) days from the date of the Shareholder’s meeting indicated in the previous Section 14.1 — a Deadlock on the

matters in subject, Venus shall have the right to exercise the Buyout Option and if Venus does not exercise the Buyout Option, the Parties may mutually decide to put VC Singapore in liquidation.

16.1

In each of the following events:

a.

Sinay hereby irrevocably grants to Venus, who accepts, free of charge, the right to purchase all (and not only a part) of the Sinay’s Shares (“Call Option”).

b.

The Call Option may be exercised by Venus by notice in writing to be notified to Sinay on a date which shall not be later than 180 days following the occurrence and of a Triggering Event.

c.

Should the Call Option be exercised:

i.

The Parties shall proceed with determination of Purchase Price within 15 (fifteen) days after the date of exercise of the Call Option, and shall effect transfer of full title to and ownership of

Sinay’s Shares to Venus (“Shares Buyout Completion”) and payment of the Purchase Price, on a date as agreed between the Parties which shall not be later than 30 (thirty) days after the exercise of the Call Option (“Shares Buyout Completion Date”);

ii.

Sinay’s Shares shall be transferred free and clear of any encumbrance or any third party’s rights;

iii.

The price for the Sinay’s Shares shall be determined as follows (“Purchase Price”):

A.

Accumulated payments and/or advances made by Sinay according to its pro Share to VC Singapore corporate capital less any return of capital previously paid and received and less any loans or other financings provided to VC Singapore by Venus, plus

B.

A percentage equal to Sinay’s then shareholding in VC Singapore, on a fully diluted basis (“Sinay’s Percentage”) multiplied by VC Singapore’s revenue in the 12 month period prior to the Triggering Event (or the shorter period actually run if occurring before the 12 month period from incorporation of VC Singapore), plus

C.

Pro-rata share of declared, accumulated undistributed year end dividends, or any accumulated earnings (less losses) on the Shares Buyout Completion based on a pro forma closing at the Buyout exercise day, plus

D.

A percentage equal to Sinay’s Percentage of the uncollected revenue on service contracts already signed, less attributable costs commission, warranty service and product cost paid as money is collected.

iv.

The Purchase Price shall be paid by Venus to Sinay upon the Shares Buy-out Completion Date, in immediately available funds by bank wire transfers to the bank accounts of Sinay, to be indicated by him in writing at least 5 (five) business days prior to the date on which payment must be provided, and in any event, against receipt of Notary Public evidence, satisfactory to the opinion of Venus counsel, that all of the Shares owed by Sinay shall have been registered in the name of Venus.

v.

At the transfer date of Sinay’s Shares, Sinay shall procure, at its own cost and expenses.

16.2

It is hereby agreed that in case of exercise of Call Option due to the events listed under Sections 16.1 c. (iii) B. and 16.1 c. (iv), Sinay shall not be entitled to receive the portion of the Purchase Price set forth under letter 16.1 (iii) and of the formula under Section 4.4 e.

16.3

During the period comprised between the exercise of Call Option and Shares Buyout Completion, this JVSA, the Strategic Plan and the Core Agreements shall continue to be in force between the Parties.

16.4

Should Venus purchase Sinay’s participation in VC Singapore in accordance to the previous Section 16.1, any operation agreements between VC Singapore and Sinay will be automatically terminated on the transfer date.

17.1

Confidentiality

a.

Take all the necessary measures to ensure an adequate protection of the Confidential Information received from the other Party and to guarantee that the relevant contents are kept confidential;

b.

Refrain from disclose or making available in any way the Confidential Information to third parties, for whatever reason;

c.

Limit the knowledge of, or the access to, the Confidential Information disclosed by the other Party only to its own employees or consultants as far as it is necessary for the implementation and completion of the Transaction, duly informing said employees and consultants about the confidentiality obligations provided hereunder and requiring their compliance with said obligations;

d.

Refrain from copying or reproducing the contents of the Confidential Information in any manner without the prior written agreement of the disclosing Party;

17.2

Non-Competition and Non-Solicitation.

a.

Directly or indirectly solicit, hire, engage, endeavor to entice away from VC Singapore or otherwise interfere with the relationship of VC Singapore with any person or entity who is a customer of VC Singapore, or who is an employee, officer, director, consultant or contractor of the VC Singapore; or

b.

Directly or indirectly own an interest in, establish, open, manage, operate, join, control, or participate in or be connected with, as a shareholder, partner, owner, employee, officer, director, consultant or otherwise, in any business, enterprise, trade or occupation similar to, or in competition with, the business conducted, or proposed to be conducted, by VC Singapore. It is specifically acknowledged that Sinay holds a majority shareholder position in Lumina Medical Pte. Ltd. and Venus Principal Concept LLP. These companies have co-operated fully with VC Singapore and these entities are not considered to have been in any way in violation of this agreement. Sinay commits that these entities will not carry, promote or sell any products that are competitive to VC Singapore.

c.

The Parties further recognize and acknowledge that a breach of this Section 17.2 would cause VC Singapore substantial and irreparable damages and shall deemed a material breach of this NSA.

17.3

Amendments

17.4

Notices

17.5

Expenses and Taxes

18.1

No Assignment

18.2

Announcement

18.3

Severability

18.4

Headings

18.5

Interpretation

18.6

Other Provisions

18.7

Governing Law and Court

18.8

Final Provision

A.

Amended Articles of VC Singapore

B.

Signatory Rights Procedure