SERIES [A-1][A-2][A-3] COMMON STOCK PURCHASE WARRANT AVINGER, INC.Common Stock Purchase Warrant • June 10th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
THIS SERIES [A-1][A-2][A-3] 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 Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the __________,2 provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 12th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2022, between Avinger, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 3, 2022, between Avinger, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AVINGER, INC.Security Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, 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).
AVINGER, INC. (a Delaware corporation) 8,572,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2016 • Avinger Inc • Surgical & medical instruments & apparatus • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2022, between Avinger, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AVINGER, INC., Issuer AND [TRUSTEE], TrusteeIndenture • March 29th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus • New York
Whereas, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of subordinated debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;
AVINGER, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2015 • Avinger Inc • Surgical & medical instruments & apparatus • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of , 20 and is between Avinger, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AVINGER, INC.Pre-Funded Common Stock Purchase Warrant • June 10th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
THIS PRE-FUNDED 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 set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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 AGREEMENTRegistration Rights Agreement • November 6th, 2017 • Avinger Inc • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2017, by and between AVINGER, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the 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”).
COMMON STOCK PURCHASE WARRANT AVINGER, INC.Common Stock Purchase Warrant • January 12th, 2022 • Avinger Inc • Surgical & medical instruments & 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 later of the Shareholder Approval Date and _________, 20221 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, 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).
AVINGER, INC. COMMON STOCK SALES AGREEMENTSales Agreement • February 3rd, 2016 • Avinger Inc • Surgical & medical instruments & apparatus • New York
UNDERWRITING AGREEMENT between AVINGER, INC. and AEGIS CAPITAL CORP. as Representative of the Several UnderwritersUnderwriting Agreement • February 1st, 2021 • Avinger Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Avinger, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AT THE MARKET OFFERING AGREEMENTAt the Market Offering Agreement • May 20th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus • New York
Avinger, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
PLACEMENT AGENCY AGREEMENT July 12, 2018Placement Agency Agreement • July 13th, 2018 • Avinger Inc • Surgical & medical instruments & apparatus • New York
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT AVINGER, INC.Placement Agent Common Stock Purchase Warrant • June 10th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
THIS PLACEMENT AGENT 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 Stockholder Approval Date]1 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the date that is the __________2, provided that, if such date is not a Trading Day, the date that is the immediately following Trading Day (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock (as defined herein). 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 issued pursuant to that certain Engagement Agreement by and b
PURCHASE AGREEMENTPurchase Agreement • November 6th, 2017 • Avinger Inc • Surgical & medical instruments & apparatus • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2017, by and between AVINGER, INC., a Delaware corporation, (the “Company”), LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
COMMON STOCK PURCHASE WARRANT AVINGER, INC.Common Stock Purchase Agreement • July 13th, 2018 • Avinger Inc • Surgical & medical instruments & 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 January , 2019 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on 2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2022, between Avinger, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AVINGER, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2018 • Avinger Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Avinger, Inc., a company incorporated under the laws of Delaware (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 SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO SHARES OF COMMON STOCK) AND WARRANTS EXERCISABLE INTO SHARES OF COMMON STOCK OF AVINGER, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 13th, 2018 • Avinger Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Avinger, Inc., a company incorporated under the laws of Delaware (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 AVINGER, INC.Common Stock Agreement • March 7th, 2024 • Avinger Inc • Surgical & medical instruments & 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [__] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, 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 issued pursuant to that certain engagement letter, dated as of [__], by and between the Company and [__].
UNDERWRITING AGREEMENT between AVINGER, INC. and AEGIS CAPITAL CORP. as Representative of the Several UnderwritersUnderwriting Agreement • August 21st, 2020 • Avinger Inc • Surgical & medical instruments & apparatus • New York
The undersigned, Avinger, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”), and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
STRICTLY CONFIDENTIAL Avinger, Inc.Underwriting Agreement • June 12th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
SERIES A PREFERRED INVESTMENT OPTION AVINGER, INC.Security Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus
THIS SERIES A PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 8, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENT PREFERRED INVESTMENT OPTION AVINGER, INC.Placement Agent Agreement • August 8th, 2022 • Avinger Inc • Surgical & medical instruments & apparatus
THIS PLACEMENT AGENT PREFERRED INVESTMENT OPTION (the “Preferred Investment Option”) 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 set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on August 3, 2027 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Avinger, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Preferred Investment Option Shares”) of Common Stock. The purchase price of one share of Common Stock under this Preferred Investment Option shall be equal to the Exercise Price, as defined in Section 2(b). This Preferred Investment Option is issued pursuant to that certain engagement letter, dated as of July 8, 2022, by and between the Company and H.C. Wainwright & Co., LLC.
AVINGER, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • March 6th, 2019 • Avinger Inc • Surgical & medical instruments & apparatus • California
This Change of Control and Severance Agreement (the “Agreement”) is entered into as of October 10, 2013 (the “Effective Date”) by and between Avinger, Inc. (the “Company”), and Himanshu Patel (“Executive”).
AVINGER, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT OF RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • January 20th, 2015 • Avinger Inc • Surgical & medical instruments & apparatus • California
Unless otherwise defined herein, the terms defined in the 2015 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award Agreement, including the Notice of Grant of Restricted Stock Units (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, and any appendices and exhibits attached thereto (all together, the “Award Agreement”).
AVINGER, INC. UNDERWRITING AGREEMENT 20,000,000 Shares of Common StockUnderwriting Agreement • June 25th, 2020 • Avinger Inc • Surgical & medical instruments & apparatus • New York
AVINGER, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of 20,000,000 authorized but unissued shares of common stock, par value $0.001 per share, (the “Common Stock”) of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 3,000,000 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.
AVINGER, INC. UNDERWRITING AGREEMENT 6,428,572 Shares of Common StockUnderwriting Agreement • January 31st, 2020 • Avinger Inc • Surgical & medical instruments & apparatus • New York
AVINGER, INC., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Aegis Capital Corp. is acting as representative (the “Representative”), an aggregate of 6,428,572 authorized but unissued shares of common stock, par value $0.001 per share, (the “Common Stock”) of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 964,285 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2024, between Avinger, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CREDIT AGREEMENT dated as of April 18, 2013 among AVINGER, INC. as the Borrower, PDL BIOPHARMA, INC., as the Lender, and PDL BIOPHARMA, INC., as the AgentCredit Agreement • December 30th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus
This Credit Agreement dated as of April 18, 2013, (as amended, restated or otherwise modified from time to time, this “Agreement”) is made among AVINGER, INC., a Delaware corporation (the “Borrower”), PDL BIOPHARMA, INC. (the “Lender”), and PDL BIOPHARMA, INC., not individually, but as the Agent (as defined below).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 16th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Securities Purchase Agreement (this “Agreement”) is made as of May 16, 2024, by and among CRG Partners III L.P., CRG Partners III - Parallel Fund “A” L.P., CRG Partners III (Cayman) Unlev AIV I L.P., CRG Partners III (Cayman) Lev AIV I L.P. and CRG Partners III Parallel Fund “B” (Cayman) L.P. (together, “CRG” or the “Purchasers”, with each of the purchasing entities, a “Purchaser”) and Avinger, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 7th, 2024 • Avinger Inc • Surgical & medical instruments & apparatus • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of March 5, 2024, by and among Avinger, 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., CRG Partners III (Cayman) LEV AIV L.P. and CRG Partners III (Cayman) UNLEV AIV L.P. (together, “CRG” or the “Holders”, with each of the purchasing entities, a “Holder”).
SECURITY AGREEMENT DATED AS OF APRIL 18, 2013 BY AVINGER, INC. AS GRANTOR, IN FAVOR OF PDL BIOPHARMA, INC., AS COLLATERAL AGENTSecurity Agreement • December 30th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus • New York
SECURITY AGREEMENT, dated as of April 18, 2013, by AVINGER, INC., a Delaware corporation (together with any other entity that may become a party hereto as a grantor as provided herein, each a “Grantor” and collectively, jointly and severally, the “Grantors”) in favor of PDL BIOPHARMA, INC., as Collateral Agent (in such capacity, the “Agent”) under the Credit Agreement, dated as of April 18, 2013 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the Grantor, as borrower (in such capacity, the “Borrower”), and the Agent, as lender (in such capacity, the “Lender”) and agent.
