SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of May 12, 2015, between Viveve Medical, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 15th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 12, 2015, between Viveve Medical, Inc. a Yukon Territory corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT Issue Date: ___________, 2015 To Purchase [ ] Shares of Common Stock of VIVEVE MEDICAL, INC.Viveve Medical, Inc. • May 15th, 2015 • Electromedical & electrotherapeutic apparatus
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, _____________ (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 Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the earlier of the tenth anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viveve Medical, Inc., a Yukon Territory corporation (the “Company”), up to an aggregate of [ ] shares (the “Warrant Shares”) of the Company’s common stock, no par value (the “Common Stock”) in accordance with Section 3 or Section 4 herein. The purchase price of one share of Common Stock (the “Exercise Price”) under this Warrant shall be [ ], subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
ContractViveve Medical, Inc. • May 15th, 2015 • Electromedical & electrotherapeutic apparatus • California
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW.
Stonepine Capital, L.P. May 12, 2015Securities Purchase Agreement • May 15th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus
Reference is hereby made to that certain Securities Purchase Agreement (the “Purchase Agreement”), by and between Viveve Medical, Inc., a Yukon Territory corporation (the “Company”) and the Purchasers named therein, including Stonepine Capital, L.P., a Delaware limited partnership (“Stonepine”), dated as of the date hereof. This letter agreement (the “Letter Agreement”) is executed in conjunction with, and is a material inducement to Stonepine agreeing to enter into, the Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. In the event of a conflict between the terms of this Letter Agreement and the terms of any other Transaction Document, the terms of this Letter Agreement shall control. Stonepine and the Company hereby agree as follows:
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 15th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus
This Second Amendment to Loan and Security Agreement (the “Amendment”), is entered into as of May 14, 2015, by and between SQUARE 1 BANK (“Bank”) and VIVEVE, INC. (“Borrower”).
FIRST AMENDMENT TO LEASE Lessor: The Castine Group Lessee: Viveve, Inc. Premises: 150-154 Commercial Street, Sunnyvale, CALease • May 15th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus
THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into this 15th day of January, 2015 between The Castine Group, a California corporation (“Lessor”) and Viveve, Inc., a Delaware corporation (“Lessee”), in connection with that certain Standard Industrial/Commercial Multi-Lessee Lease – Gross (the “Lease”) dated, for reference purposes, January 25, 2012 for the above described Premises. In the event of any inconsistency between the terms of the Lease and the terms of this Amendment, the terms of this Amendment shall control.
