0000912057-14-000470 Sample Contracts

AVINGER, INC. (a Delaware corporation) [ ] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus • New York
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AVINGER, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT
Change of Control and Severance Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus • California

This Change of Control and Severance Agreement (the “Agreement”) is entered into as of March 1, 2012 (the “Effective Date”) by and between Avinger, Inc. (the “Company”), and Matthew B. Ferguson (“Executive”).

November 28, 2011
Employment Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus

Avinger, Inc. (the “Company”) is pleased to offer you employment with the company under the terms described below. This offer is contingent upon your successful completion of our background check process, your execution of an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, and your presentation of appropriate documentation showing that you are legally authorized to work in the United States.

AVINGER, INC. NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus • Delaware

This Note and Warrant Purchase Agreement (this “Agreement”) is made and entered into as of October 29, 2013 (the “Effective Date”), by and among Avinger, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on the schedule of investors attached as Schedule I hereto (each an “Investor” and, collectively, the “Investors”).

November 5, 2014 John B. Simpson, MD, PhD Dear Dr. Simpson:
Employment Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus

Avinger, Inc. (the -Company”) is pleased to confirm the details of your employment with the company under the terms described below. The Company confirms your execution of an At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement, dated June 28, 2010; a copy has been enclosed for your reference.

AVINGER, INC. AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • December 11th, 2014 • Avinger Inc • Surgical & medical instruments & apparatus • California

This Amendment No. 1 to Note Purchase Agreement (this “Amendment”) is made as of May 6, 2014 by and among Avinger, Inc., a Delaware corporation (the “Company”), and holders of an outstanding convertible promissory note (each, a “Note” and, collectively, the “Notes”) issued pursuant to the Note and Warrant Purchase Agreement (the “Purchase Agreement”) dated October 29, 2013 (collectively, all of such holders, the “Investors”).

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