POWER OF ATTORNEY
Know all by these presents,that each of the
undersigned hereby individually constitutes
and appoints Anabelle Perez Gray the
undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the
undersigned a Form ID application, and any
amendments thereto to be filed with the
Securities and Exchange Commission to
obtain or update EDGAR codes for the
undersigned;
(2) execute for and on behalf of the
undersigned Forms 3, 4, and 5 and Schedules
13D or 13G, as appropriate, and any required
amendments thereto (collectively, "Reports"),
with respect to his securities ownership of
ReShape Lifesciences Inc. (the "Company") in
accordance with Section 13(d) and/or 16(a) of
the Securities and Exchange Act of 1934, as
amended, and the respective rules
promulgated thereunder;
(3) do and perform any and all acts for and
on behalf of the undersigned which may be
necessary or desirable to complete and execute
any such Report and timely file such form with
the United States Securities and Exchange
Commission and any stock exchange or similar
authority; and
(4) take any other action of any type
whatsoever in connection with the foregoing
that, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of,
or legally required by, the undersigned, it
being understood that the documents executed
by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of
Attorney shall be in such form and shall
contain such terms and conditions as such
attorney-in-fact may approve in such
attorney-in-fact's discretion.
Each of the undersigned hereby individually
grants to such attorney-in-fact full power
and authority to do and perform any and every
act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any
of the rights and powers herein granted,
as fully to all intents and purposes as the
undersigned might or could do if personally
present, with full power of substitution or
revocation, hereby ratifying and confirming
all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by
virtue of this power of attorney and the
rights and powers herein granted. Each of the
undersigned hereby individually acknowledges
that the foregoing attorney-in-fact, in serving
in such capacity at the request of the
undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities
to comply with Section 13(d) or 16 of the
Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force
and effect until the undersigned is no longer
required to file Reports with respect to
the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, each of the undersigned has
caused this Power of Attorney to be executed this
4th day of June 2018.
/s/ Arthur Cohen
/s/ Joseph Healey