Viveve Medical, Inc. Sample Contracts

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SECURITIES PURCHASE AGREEMENT
Securities 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 AGREEMENT
Registration Rights Agreement • November 25th, 2015 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus

This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 20, 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”).

AND
Shareholders Agreement • May 15th, 2001 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
UNDERWRITING AGREEMENT between
Underwriting Agreement • January 12th, 2021 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York

As Representative of the several Underwriters named on Schedule 1 attached hereto 590 Madison Avenue, 28th Floor New York, New York 10022

SERIES A/B] COMMON STOCK PURCHASE WARRANT
Viveve Medical, Inc. • November 21st, 2019 • Electromedical & electrotherapeutic apparatus • New York

THIS [SERIES A/B] 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 is being issued pursuant to that certain Underwriting Agreement dated _____________, 2019 between the Company and Ladenburg & Thalmann & Co. Inc. as representative of the underwriters thereunder (the “Underwriting Agreement”) and

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).

COMMON STOCK PURCHASE WARRANT PLC SYSTEMS INC.
PLC Systems Inc • July 16th, 2014 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, GCP IV LLC or its registered 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 five 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 2,083,333 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).

COMMON STOCK PURCHASE WARRANT PLC SYSTEMS INC.
Common Stock Purchase Warrant • February 25th, 2013 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its registered 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 five 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 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).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 10th, 2020 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • Illinois

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 8, 2020, is entered into by and between VIVEVE MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in that certain Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

5% SENIOR SECURED CONVERTIBLE DEBENTURE DUE JANUARY 16, 2016
PLC Systems Inc • August 7th, 2014 • Electromedical & electrotherapeutic apparatus • New York

THIS 5% SENIOR SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 5% Senior Secured Convertible Debentures of PLC Systems Inc., a Yukon Territory corporation (the “Company”), having its principal place of business at 459 Fortune Boulevard, Milford, Massachusetts 01757, designated as its 5% Senior Secured Convertible Debenture due January 16, 2016 (this debenture, this “Debenture” and, collectively with the other debentures of such series, the “Debentures”).

13,333,334 Shares VIVEVE MEDICAL, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2018 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York
COMMON STOCK PURCHASE WARRANT PLC SYSTEMS INC.
PLC Systems Inc • August 7th, 2014 • Electromedical & electrotherapeutic apparatus

THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, GCP IV LLC or its registered 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 five 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 2,083,333 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).

SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June __, 2016
Underwriting Agreement • June 9th, 2016 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York

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

BY AND AMONG PLC SYSTEMS INC.,
Distribution Agreement • May 15th, 2001 • PLC Systems Inc • Electromedical & electrotherapeutic apparatus • New York
PURCHASE AGREEMENT
Purchase Agreement • June 10th, 2020 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • Illinois

THIS PURCHASE AGREEMENT (the “Agreement”), dated as of June 8, 2020, by and between VIVEVE MEDICAL, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 16th, 2018 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • Delaware

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

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VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • November 21st, 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.

VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT
Underwriting 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.

SERIES A-2/B-2] COMMON STOCK PURCHASE WARRANT
Viveve Medical, Inc. • April 17th, 2020 • Electromedical & electrotherapeutic apparatus • New York

THIS [SERIES A-2/B-2] 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 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).

2,700,000 SHARES OF COMMON STOCK VIVEVE MEDICAL, INC. UNDERWRITING AGREEMENT June 14, 2016
Viveve Medical, Inc. • June 14th, 2016 • Electromedical & electrotherapeutic apparatus • New York

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.

COMMON STOCK PURCHASE WARRANT
Viveve 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

VIVEVE MEDICAL, INC. $25,000,000 COMMON STOCK SALES AGREEMENT
Viveve Medical, Inc. • November 8th, 2017 • Electromedical & electrotherapeutic apparatus • New York
WARRANT AGREEMENT
Warrant Agreement • November 21st, 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”).

COMMON STOCK PURCHASE WARRANT Issue Date: May 25, 2017 To Purchase 148,617 Shares of Common Stock of VIVEVE MEDICAL, INC.
Viveve Medical, Inc. • June 1st, 2017 • Electromedical & electrotherapeutic apparatus

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
Common Stock Purchase • January 12th, 2021 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus • New York

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 5:00 p.m. (New York City time) on [_____]1, 2026 (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 is being issued pursuant to that certain Underwriting Agreement, dated January ___, 2020, between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters thereunder (the “Underwriting Agreement”). This W

RIGHT TO SHARES LETTER AGREEMENT
Right to Shares Letter Agreement • November 21st, 2014 • Viveve Medical, Inc. • Electromedical & electrotherapeutic apparatus

This Right to Shares Letter Agreement, dated as of September 23, 2014 (this “Agreement”) constitutes an agreement between Viveve Medical, Inc. (formerly PLC Systems Inc.) (the “Company”) and GCP IV LLC (the “Purchaser”).

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