Systems Group

Amendment No. 2 to Loan Agreement (December 4th, 2018)

THIS AMENDMENT NO. 2 TO LOAN AGREEMENT, dated as of November 29, 2018 (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.

Settlement and License Agreement (August 9th, 2018)

This confidential agreement (the "Agreement") is made as of the date of full execution hereof (the "Effective Date") by and between Viveve, Inc., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 345 Inverness Drive South, Suite 250, Englewood, Colorado ("Viveve"), and ThermiGen LLC and ThermiAesthetics LLC, limited liability companies organized and existing under the laws of the State of Texas, having their principal place of business at at 3131 West Royal Lane, Suite 100, Irving, Texas 75063 (collectively, "ThermiGen"), and Dr. Red Alinsod, an individual having a principal place of business at 31852 Coast Highway, Suite 203, Laguna Beach, California, (collectively with ThermiGen, "Defendants"), each a "Party" and, collectively, the "Parties";

Consulting Agreement (August 9th, 2018)

Separation Agreement and Release (June 5th, 2018)

This Separation Agreement and Release ("Agreement") is made by and between Patricia K. Scheller ("Executive") and Viveve Medical, Inc., a Delaware corporation (the "Company") (collectively referred to as the "Parties" or individually referred to as a "Party") as of the Effective Date (as defined below).

Consulting Agreement (June 5th, 2018)

Amended and Restated Employment Agreement (May 17th, 2018)

This Amended and Restated Employment Agreement ("Agreement") is made as of the 11th day of May, 2018 (the "Effective Date"), between Viveve Medical, Inc., a Delaware corporation (the "Company"), and Scott C. Durbin (the "Executive").

Employment Agreement (May 17th, 2018)

This Employment Agreement ("Agreement") is made as of May 11, 2018 (the "Effective Date"), between Viveve Medical, Inc., a Delaware corporation (the "Company"), and Jim Robbins (the "Executive").

Indemnification Agreement (March 16th, 2018)

This Indemnification Agreement ("Agreement") is made as of ________________ by and between Viveve Medical Inc., a Delaware corporation (the "Company"), and ____________ ("Indemnitee").

Employment Agreement (March 1st, 2018)

This Employment Agreement ("Agreement") is made as of the 27th day of February, 2018 (the "Effective Date"), between Viveve Medical, Inc., a Delaware corporation (the "Company"), and James G. Atkinson (the "Executive").

Employment Agreement (March 1st, 2018)

This Employment Agreement ("Agreement") is made as of the first day of March, 2018 (the "Effective Date"), between Viveve Medical, Inc., a Delaware corporation (the "Company"), and Scott C. Durbin (the "Executive").

Employment Agreement (March 1st, 2018)

This Employment Agreement ("Agreement") is made as of the 27th day of February, 2018 (the "Effective Date"), between Viveve Medical, Inc., a Delaware corporation (the "Company"), and Patricia K. Scheller (the "Executive").

Waiver No. 2 to Loan Agreement (December 14th, 2017)

THIS WAIVER NO. 2 TO LOAN AGREEMENT, dated as of December 12, 2017 (this "Waiver"), is made among Viveve Medical, Inc., a Delaware corporation ("Borrower"), 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.

Exclusive Distributorship Agreement (November 8th, 2017)

THIS EXCLUSIVE DISTRIBUTORSHIP AGREEMENT (this "Agreement") is made and effective as of this 8th day of August, 2017 ("Effective Date") by and between InControl Medical, LLC, a Wisconsin limited liability company ("InControl"), and VIVEVE MEDICAL, INC., a Delaware corporation ("Viveve").

Incontrol Medical, Llc Membership Unit Subscription Agreement (November 8th, 2017)

The undersigned subscriber named above (the "Subscriber") desires to subscribe from InControl Medical, LLC, a Wisconsin limited liability company (the "Company"), the dollar amount and number of membership units in the Company ("Membership Units"), as identified above and on the signature page hereto.

Contract (October 5th, 2017)

COMMON STOCK PURCHASE WARRANT Issue Date: May 25, 2017 to Purchase 148,617 Shares of Common Stock of VIVEVE MEDICAL, INC. (June 1st, 2017)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, CRG Partners III L.P. (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 Delaware corporation (the "Company"), up to an aggregate of 148,617 shares (the "Warrant Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") in accordance with Section 2 or Section 3 herein. The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $9.50, 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.

COMMON STOCK PURCHASE WARRANT Issue Date: May 25, 2017 to Purchase 73,432 Shares of Common Stock of VIVEVE MEDICAL, INC. (June 1st, 2017)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, CRG Partners III - Parallel Fund "A" L.P. (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 Delaware corporation (the "Company"), up to an aggregate of 73,432 shares (the "Warrant Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") in accordance with Section 2 or Section 3 herein. The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $9.50, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be subject to adjustment

Patent and Trademark Security Agreement (June 1st, 2017)

WHEREAS, VIVEVE, INC., a Delaware corporation ("Grantor"), is party to that certain Security Agreement, dated as of May 25, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "Security Agreement"; capitalized terms used herein without definition shall have the meanings set forth in the Security Agreement), among VIVEVE MEDICAL, INC., Grantor, the other grantors from time to time party thereto and CRG SERVICING LLC, as administrative agent and collateral agent (in such capacities, together with its successors and assigns, "Administrative Agent"), pursuant to which Grantor has granted to Administrative Agent, for the benefit of the Secured Parties, a security interest in all of Grantor's right, title and interest in, to and under the Collateral, including without limitation the patents and patent applications listed on Schedule A hereto, and the trademarks and trademark applications listed on the Schedule B hereto; and

Security AGREEMENT Dated as of May 25, 2017 Among VIVEVE MEDICAL, INC., the Other Grantors From Time to Time Party Hereto and CRG SERVICING LLC, as Administrative Agent and Collateral Agent (June 1st, 2017)

SECURITY AGREEMENT dated as of May 25, 2017 (this "Agreement"), among VIVEVE MEDICAL, INC., a Delaware corporation] ("Borrower"), the undersigned subsidiaries (collectively with Borrower and each entity that becomes a "Grantor" hereunder from time to time as contemplated by Section 5.12, the "Grantors" and each, a "Grantor"), and CRG SERVICING LLC, a Delaware limited liability company, as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, "Administrative Agent").

TERM LOAN AGREEMENT Dated as of May 22, 2017 Among Viveve Medical, Inc., as Borrower, the Subsidiary Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, and CRG SERVICING LLC, as Administrative Agent and Collateral Agent U.S. $30,000,000 (May 24th, 2017)

TERM LOAN AGREEMENT, dated as of May 22, 2017 (this "Agreement"), among VIVEVE MEDICAL, INC., a Delaware corporation ("Borrower"), the Subsidiary Guarantors from time to time party hereto, the Lenders from time to time party hereto and CRG Servicing LLC, a Delaware limited liability company ("CRG Servicing"), as administrative agent and collateral agent for the Lenders (in such capacities, together with its successors and assigns, "Administrative Agent").

Amended and Restated Viveve Medical, Inc. Independent Director Compensationpolicy (May 16th, 2017)

The Board of Directors (the "Board") of Viveve Medical, Inc. (the "Company") has adopted the following amended and restated compensation policy (this "Policy"), effective as of May 10, 2017 (or upon election for new directors elected after May 10, 2017, and, in either case, the "Effective Date") for directors of the Company who are not employees of the Company or any parent or subsidiary of the Company (each, an "Independent Director"), to compensate such Independent Directors for their time, commitment and contributions to the Board.

Sublease Agreement (February 3rd, 2017)

THIS SUBLEASE AGREEMENT ("Sublease") is entered into this 26th day of January, 2017, by and between Ingredion Incorporated, a Delaware corporation ("Sublandlord") and Viveve Medical, Inc., a Delaware corporation ("Subtenant").

Waiver and First Amendment to Loan and Security Agreement (January 13th, 2017)

This Waiver and First Amendment to Loan and Security Agreement (this "Amendment") is entered into as of January 13, 2017, by and between WESTERN ALLIANCE BANK, an Arizona corporation ("Bank") and VIVEVE MEDICAL, INC., a Delaware corporation ("Parent"), and VIVEVE, INC., a Delaware corporation ("Viveve") (individually and collectively, jointly and severally, "Borrower").

Viveve Medical, Inc. Independent Director Compensation Policy (December 29th, 2016)

The Board of Directors (the "Board") of Viveve Medical, Inc. (the "Company") has adopted the following compensation policy (this "Policy"), effective as of December 23, 2016 (or upon election for new directors elected after December 23, 2016, and, in either case, the "Effective Date") for directors of the Company who are not employees of the Company or any parent or subsidiary of the Company (each, an "Independent Director"), to compensate such Independent Directors for their time, commitment and contributions to the Board.

Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Gross (November 10th, 2016)

This Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease - Gross (the "Second Amendment") is entered into as of September 12, 2016 ("Amendment Date") by and between COMMERCIAL STREET PROPERTIES, LLC, a California limited liability company ("Lessor"), and VIVEVE, INC., a California corporation ("Lessee"), with reference to the following:

Form of Lock-Up Agreement (August 11th, 2016)

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

COMMON STOCK PURCHASE WARRANT Issue Date: May 11, 2016 to Purchase 2,500 Shares of Common Stock of VIVEVE MEDICAL, INC. (August 11th, 2016)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Chris Rowan (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.

COMMON STOCK PURCHASE WARRANT Issue Date: May 11, 2016 to Purchase 2,500 Shares of Common Stock of VIVEVE MEDICAL, INC. (August 11th, 2016)

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.

Amendment No. 1 to Viveve Medical, Inc. Independent Director Compensation Policy (July 12th, 2016)

WHEREAS, on May 11, 2016 the Board of Directors (the "Board") of Viveve Medical, Inc. adopted and approved the Viveve Medical, Inc. Independent Director Compensation Policy (the "Policy"); and

COMMON STOCK PURCHASE WARRANT Issue Date: June 20, 2016 to Purchase 100,402 Shares of Common Stock of VIVEVE MEDICAL, INC. (June 21st, 2016)

THIS COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, Western Alliance Bank, an Arizona corporation and its assignee (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 Delaware corporation (the "Company"), up to an aggregate of 100,402 shares (the "Warrant Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock") in accordance with Section 2 or Section 3 herein. The purchase price of one share of Common Stock (the "Exercise Price") under this Warrant shall be $4.98, subject to adjustment hereunder. The Exercise Price and the number of Warrant Shares for which the Warrant is exercisable shall be

Intellectual Property Security Agreement (June 21st, 2016)

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of June 20, 2016 (the "Agreement"), between WESTERN ALLIANCE BANK, an Arizona corporation ("Lender"), and VIVEVE, INC., a Delaware corporation ("Grantor"), is made with reference to the Loan and Security Agreement, dated as of June 20, 2016 (as amended from time to time, the "Loan Agreement'), by and among Lender, Grantor and VIVEVE MEDICAL, INC, a Delaware corporation. Terms defined in the Loan Agreement have the same meaning when used in this Agreement.

Intellectual Property Security Agreement (June 21st, 2016)

This INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of June 20, 2016 (the "Agreement"), between WESTERN ALLIANCE BANK, an Arizona corporation ("Lender"), and VIVEVE MEDICAL, INC., a Delaware corporation ("Grantor"), is made with reference to the Loan and Security Agreement, dated as of June 20, 2016 (as amended from time to time, the "Loan Agreement'), by and among Lender, Grantor and VIVEVE, INC, a Delaware corporation. Terms defined in the Loan Agreement have the same meaning when used in this Agreement.

VIVEVE MEDICAL, INC., a Delaware Corporation VIVEVE, INC., a Delaware Corporation WESTERN ALLIANCE BANK, AN ARIZONA CORPORATION LOAN AND SECURITY AGREEMENT (June 21st, 2016)

This LOAN AND SECURITY AGREEMENT is entered into as of June 20, 2016, by and among WESTERN ALLIANCE BANK, an Arizona corporation ("Bank"), VIVEVE MEDICAL, INC., a Delaware corporation ("Parent"), and Viveve, inc., a Delaware corporation ("Viveve") (individually and collectively, jointly and severally, "Borrower").

2,700,000 SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June 14, 2016 (June 14th, 2016)

The undersigned, VIVEVE MEDICAL, INC. (the "Company"), a company incorporated under the laws of Delaware (collectively with its Subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement as being Subsidiaries of 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.

____________ SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June __, 2016 (June 9th, 2016)

Ladenburg Thalmann & Co. Inc.As the Representative of the Several underwriters, if any, named in Schedule I hereto 4400 Biscayne Blvd., 12th Floor Miami, Florida 33137