VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
The undersigned, Viveve Medical, Inc., a Delaware corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Viveve Medical, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Ladenburg Thalmann & Co. Inc. is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.
COMMON STOCK PURCHASE WARRANTViveve Medical, Inc. • November 13th, 2019 • Electromedical & electrotherapeutic apparatus • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CEDE & CO. 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 5:00 p.m. (New York City time) on [_____]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Viveve Medical, Inc., a Delaware corporation (the “Company”), up to ______ 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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to el
WARRANT AGREEMENTWarrant Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Warrant Agreement made as of [___________], 2019, is between Viveve Medical, Inc., a Delaware corporation, with offices at 345 Inverness Drive South, Building B, Suite 250, Englewood, CO 80112 (the “Company”), and VStock Transfer, LLC, with offices at 18 Lafayette Place, Woodmere, New York (the “Warrant Agent”).
AMENDMENT NO. 3 TO LOAN AGREEMENTLoan Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT NO. 3 TO LOAN AGREEMENT, dated as of November 12, 2019 (this “Amendment”), is made among Viveve Medical, Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors party hereto, CRG Servicing LLC, as administrative agent and collateral agent (in such capacities, “Administrative Agent”), and the lenders listed on the signature pages hereof (each, a “Lender” and, collectively, the “Lenders”), with respect to the Loan Agreement referred to below.
SERIES B PREFERRED STOCK AND WARRANT PURCHASE AGREEMENTSeries B Preferred Stock and Warrant Purchase Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Series B Preferred Stock and Warrant Purchase Agreement (this “Agreement”) is made as of November 12, 2019, by and among CRG Partners III L.P., CRG Partners III - Parallel Fund “A” L.P., CRG Partners III - Parallel Fund “B” (Cayman) L.P., and CRG Partners II (Cayman) Lev AIV I L.P. (together, “CRG” or the “Purchasers”, with each of the purchasing entities, a “Purchaser”) and Viveve Medical, Inc., a Delaware corporation (the “Company”).
LOCK-UP AGREEMENTLock-Up Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
Re: Underwriting Agreement, to be entered into by and between Viveve Medical, Inc. and Ladenburg Thalmann & Co. Inc. acting as representative to the several underwriters named in Schedule I thereto
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 13th, 2019 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of [ ], 2019, by and among Viveve Medical, Inc., a Delaware corporation (the “Company”), and CRG Partners III L.P., CRG Partners III - Parallel Fund “A” L.P., CRG Partners III – Parallel Fund “B” (Cayman) L.P., and CRG Partners II (Cayman) Lev AIV I L.P. (together, “CRG” or the “Purchasers”, with each of the purchasing entities, a “Purchaser”).
