SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 9, 2014, between PLC Systems Inc., a Yukon Territory corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT PLC SYstems inc.PLC Systems Inc • May 14th, 2014 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 5 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from PLC Systems Inc., a Yukon Territory corporation (the “Company”), up to 940,188 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
RIGHT TO SHARES LETTER AGREEMENTRight to Shares Letter Agreement • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus
This Right to Shares Letter Agreement, dated as of May 9, 2014 (this “Agreement”) constitutes an agreement between PLC Systems Inc., a Yukon Territory corporation (the “Company”) and GCP IV LLC (the “Purchaser”).
FINANCIAL ADVISORY AGREEMENTFinancial Advisory Agreement • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This FINANCIAL ADVISORY AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2014 (the “Effective Date”), by and between PLC Systems Inc., a Yukon Territory corporation (the “Company”), and Bezalel Partners, LLC (“Bezalel”).
AGREEMENT AND PLAN OF MERGER by and among Viveve, Inc., PLC Systems, Inc. and PLC Systems Acquisition Corporation May 9, 2014Agreement and Plan of Merger • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of May 9, 2014, by and among Viveve, Inc., a Delaware corporation (the “Company”), PLC Systems, Inc., a Yukon Territory corporation (“Parent”); and PLC Systems Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
ESCROW DEPOSIT AGREEMENTEscrow Deposit Agreement • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This ESCROW DEPOSIT AGREEMENT (this “Agreement”) dated as of this 9th day of May 2014 by and among PLC SYSTEMS INC., a Yukon Territory corporation (the “Company”), having an address at 459 Fortune Boulevard, Milford, Massachusetts 01757, PALLADIUM CAPITAL ADVISORS LLC, having an address at 230 Park Avenue, #539, New York, New York 10169 (the “Placement Agent 1”), MIDDLEBURY SECURITIES, having an address at 1043 Sheeo Farm Road, Weybridge, Vermont 05753 (the “Placement Agent 2” and, collectively with Placement Agent 1, the “Placement Agents”) and SIGNATURE BANK (the “Escrow Agent”), a New York State chartered bank, having an office at 261 Madison Avenue, New York, New York 10016. All capitalized terms not herein defined shall have the meaning ascribed to them in the two certain Securities Purchase Agreements, dated as of May 9, 2014 as amended or supplemented from time-to-time, including all attachments, schedules and exhibits thereto (the “Purchase Agreement”).
CONVERSION agreementConversion Agreement • May 14th, 2014 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
This Conversion Agreement (this “Agreement”) is entered into as of May 9, 2014, by and between PLC Systems Inc., a Yukon Territory corporation (the “Company”), and each of the holders of the Company’s 5% Senior Secured Convertible Debentures (the “Debentures”) identified on the signature pages hereto (each, including its successors and permitted assigns, a “Debenture Holder” and collectively, the “Debenture Holders”).
