UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • January 24th, 2014 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Kips Bay Medical, 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:
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • October 25th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Illinois
COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of October 24, 2011, by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and ASPIRE CAPITAL FUND, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 25th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Illinois
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 24, 2011, by and between KIPS BAY MEDICAL, INC., a Delaware corporation (the “Company”), and ASPIRE 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 the Common Stock 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”).
DISTRIBUTION AGREEMENTDistribution Agreement • January 18th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
This DISTRIBUTION AGREEMENT (it, together with any Schedules thereto, (the “Agreement”), between Kips Bay Medical, Inc. (“Manufacturer”) with an address at 3405 Annapolis Lane, Suite 200, Minneapolis, MN 55447 and Sygan Medical, (“Distributor”) having a place of business at Oldesloer Weg. 13, Berlin 1391, Germany (“Distributor”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT (“Agreement”), which provides for indemnification, expense advancement and other rights under the terms and conditions set forth, is made and entered into between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and Robert E. Munzenrider (“Indemnitee”). This Agreement shall become effective and binding on the Company and Indemnitee upon Indemnitee’s election to the Company’s Board of Directors (the “Effective Date”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 12th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT made this May 02, 2011 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Michael Reinhardt a resident of the State of Minnesota (the “Employee”).
INVESTMENT AGREEMENTLoan and Security Agreement • May 20th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
F The Corporation will grant to LLC two separate stock purchase options, each for the right to purchase up to 600,000 shares of common stock for the sum of $3.5 million at such time as the Corporation shall have achieved certain defined milestones. The shares will be purchased pursuant to a Stock Purchase Agreement in the form attached hereto as Exhibit E
ASSIGNMENT AND LICENSE AGREEMENTLicense Agreement • August 12th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Agreement (this “Agreement”) is made as of October 9, 2007, among Medtronic, Inc., a Minnesota corporation, or one or more of its Affiliates or assignees (“Medtronic”) and Kips Bay Medical, Inc., a Delaware corporation, or one or more of its Affiliates (“Kips Bay”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Kips Bay Medical, Inc., a Delaware corporation (the “Company”), Kips Bay Investments, LLC, a Delaware limited liability company (“LLC”), Manny Villafaña (“Villafaña”) and each of the other parties signatory hereto (each such party, an “Investor” and, collectively, with LLC and Villafaña, the “Investors”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 12th, 2014 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Change in Control Agreement (the "CIC Agreement"), effective ___________, 2013 (the "Effective Date") is made and entered into by and between Kips Bay Medical Inc., a Delaware corporation (the "Company") and [Insert Name], a resident of the State of [Insert State of Residence], (the "Employee"). The Company and the Employee are the “Parties” to this CIC Agreement.
UNDERWRITING AGREEMENT between KIPS BAY MEDICAL, INC. and RODMAN & RENSHAW, LLC as RepresentativeUnderwriting Agreement • January 18th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • New York
The undersigned, Kips Bay Medical, Inc., a company formed under the laws of Delaware (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (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:
Confidentiality AgreementConfidentiality Agreement • March 28th, 2013 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Confidentiality Agreement (the “Agreement”), effective as of February 26, 2013 (the “Effective Date”), is by and between Kips Bay Medical, Inc. (the “Company”) and Nasser J. Kazeminy, Nader Kazeminy and Rhonda Donahoe.
January 22, 2014 Kips Bay Investments, LLC Bloomington, MN 55437 Attn: Rhonda Donahoe Re: Investment Agreement among Kips Bay Investments, LLC, Kips Bay Medical, Inc.Letter Agreement • March 12th, 2014 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
Kips Bay Investments, LLC (“LLC”), Kips Bay Medical, Inc. (the “Corporation”) and Manny Villafaña are parties to an Investment Agreement dated July 19, 2007 (the “Investment Agreement”). LLC hereby waives any and all rights it may have under Section 6.3 of the Investment Agreement in connection with a possible underwritten public offering of up to 10,700,000 shares of common stock, par value $0.01 per share, of the Corporation (“Common Stock”), under that certain shelf registration statement on Form S-3 filed by the Corporation with the Securities and Exchange Commission (Registration No. 333-192843) on December 13, 2013, including shares of Common Stock subject to a warrant to be issued by the Corporation to the representative of the underwriters in connection with the public offering. In addition, LLC waives any and all rights it may have under Section 6.3 of the Investment Agreement in connection with any prior issuance or sale by the Corporation of Common Stock or options or warran
AGREEMENTAgreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT dated February 12, 2010 (this “Agreement”) is entered into by and between Kips Bay Medical, Inc. a Delaware corporation (the “Corporation”) and Kips Bay Investments, LLC (the “LLC”).
AMENDMENT NO. 2 TO LEASELease • August 10th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AMENDMENT NO. 2 TO LEASE (“Amendment”) is made as of May 25, 2011, by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Connecticut corporation (“Landlord”) and KIPS BAY MEDICAL, INC., a Delaware corporation (“Tenant”).
NONQUALIFIED STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
THIS AGREEMENT, made effective as of this ___day of , ___(the “Issue Date”) by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”).
RESTRICTED STOCK AGREEMENT KIPS BAY MEDICAL, INC.Restricted Stock Agreement • August 8th, 2013 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT is made effective as of this day of , 20 , by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”).
NONQUALIFIED STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC.Nonqualified Stock Option Agreement • August 8th, 2013 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT is made effective as of this day of , 20 , by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (“Participant”).
AMENDMENT NO. 1 TO LEASELease • August 12th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AMENDMENT NO. 1 TO LEASE (“Amendment”) is made as of June 14, 2010, by and between ST. PAUL FIRE AND MARINE INSURANCE COMPANY, a Minnesota corporation (“Landlord”) and KIPS BAY MEDICAL, INC., a Delaware corporation (“Tenant”).
AMENDMENT NO.3 TO LEASEKips Bay Medical, Inc. • March 12th, 2015 • Surgical & medical instruments & apparatus
This Amendment No. 3 to Lease is dated July, 30, 2014 and is between St. Paul Fire & Marine Insurance Company, a Connecticut corporation ("Landlord"), and Kips Bay Medical, Inc., a Delaware corporation ("Tenant").
July 13, 2015 Manuel A. Villafaña Suite 200 Minneapolis, MN 55447 Re: Letter Agreement Dear Manny:Letter Agreement • July 24th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
This Agreement is intended to amend that certain Employment Agreement effective as of July 1, 2015 between the Company and you (the “Employment Agreement”) and except as specifically set forth in this Agreement, the parties to this Agreement hereby agree that the Employment Agreement will be and remain in full force and effect. This Agreement, together with the Employment Agreement, evidences the entire agreement of the parties hereto with respect to the subject matter hereof, and all prior oral discussions and writings are merged into this Agreement and the Employment Agreement.
AGREEMENTAgreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS AGREEMENT dated February 12, 2010 (this “Agreement”) is entered into by and between Kips Bay Medical, Inc., a Delaware corporation (the “Corporation”) and Kips Bay Investments, LLC (the “LLC”).
INCENTIVE STOCK OPTION AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLANIncentive Stock Option Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
THIS AGREEMENT, made effective as of this ___ day of , ___ (the “Issue Date”) by and between Kips Bay Medical, Inc. , a Delaware corporation (the “Company”), and (“Participant”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Scott Kellen ("Employee").
CRO SERVICES AGREEMENTCro Services Agreement • June 11th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This CRO Services Agreement (the “Master Agreement”) is entered into as of March 25th, 2010 (the “Effective Date”) by and between Kips Bay Medical, Inc. with a principal place of business at 3405 Annapolis Lane North, Suite 200 Minneapolis, MN 55447(the “Sponsor”) and Symbios Clinical, Inc. with a principal place of business at 3787 95th Ave. NE Suite 100 Blaine, MN 55014 (“Symbios”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Manuel A. Villafana ("Villafaña").
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This LOAN AND SECURITY AGREEMENT is made as of this 19th day of June, 2007, by and between Kips Bay Medical, Inc., a Delaware corporation (“Debtor”) and Kips Bay Investments, LLC, a Minnesota limited liability company (“Secured Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
THIS AGREEMENT made this September 1, 2007 is by and between Kips Bay Medical, Inc., a Delaware Corporation (the “Company”), and Michael Winegar a resident of the State of Minnesota (the “Employee”).
ContractLetter Agreement • October 25th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • New York
RESTRICTED STOCK AGREEMENT KIPS BAY MEDICAL, INC. 2007 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • April 8th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
THIS AGREEMENT is made effective as of this ___day of , ___, by and between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and (the “Participant”).
SUBLEASESublease • August 10th, 2011 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
THIS SUBLEASE is made on June 2, 2011, by New Horizon Enterprises, Ltd. (“Sublandord”), whose address is 3405 Annapolis Lane suite 100 Plymouth, MN 55447, and Kips Bay Medical, Inc(“Subtenant”), whose address is 3405 Annapolis Lane suite 200 Minneapolis, MN, 55447.
FIRST AMENDMENT TO SUBLEASEKips Bay Medical, Inc. • March 12th, 2015 • Surgical & medical instruments & apparatus
THIS FIRST AMENDMENT TO SUBLEASE is made on July 25, 2014, by New Horizon Enterprises, Ltd. ("Sublandlord"), whose address is 3405 Annapolis Lane suite 100 Plymouth, MN 55447, and Kips Bay Medical, Inc. ("Subtenant"), whose address is 3405 Annapolis Lane suite 200 Minneapolis, MN, 55447.
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus
This AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is entered into effective as of January 5, 2015 by and among Kips Bay Medical, Inc., a Delaware corporation (the "Company"), and Randy LaBounty ("Employee").
CONTRACT RESEARCH SUPPORT AGREEMENTContract Research Support Agreement • May 15th, 2012 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
