0001437749-16-037170 Sample Contracts

COMMON STOCK PURCHASE WARRANT Issue Date: May 11, 2016 To Purchase 2,500 Shares of Common Stock of VIVEVE MEDICAL, INC.
Viveve Medical, Inc. • August 11th, 2016 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Theresa Stern (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 fifth anniversary of the Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viveve Medical, Inc., a Delaware corporation (the “Company”), up to an aggregate of 2,500 shares (the “Warrant Shares”) of the Company’s common stock, par value $0.0001 per share (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 $7.74, 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.

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FORM OF LOCK-UP AGREEMENT
Viveve Medical, Inc. • August 11th, 2016 • Electromedical & electrotherapeutic apparatus • New York

Re: Underwriting Agreement, dated ________ ___, 2016, by and between Viveve Medical, Inc. and Ladenburg Thalmann & Co. Inc., acting as representative to the several underwriters

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