$0 Uses in General Expenses Related to the Offering Clause

General Expenses Related to the Offering from Underwriting Agreement

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:

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Filing System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of the Common Stock on the Exchange; (d) all fees, expenses and disbursements relating to the registration or qualification of such shares under the "blue sky" securities laws of such states and other jurisdictions as the Company and the Representative together determine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of "blue sky" counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the Exchange, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company will make a payment of $0 to such counsel at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of "blue sky" work by such counsel and an additional $5,000 at Closing); (e) all fees, expenses and disbursements relating to background checks of the Company's officers and directors in an amount not to exceed $5,000 in the aggregate; (f) all fees, expenses and disbursements relating to the registration, qualification or exemption of the Public Securities under the securities laws of such foreign jurisdictions as the Company and the Representative together determine; (g) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers' Agreement, Underwriters' Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (h) the costs of preparing, printing and delivering certificates representing the Public Securities; (i) fees and expenses of the transfer agent for the shares of Common Stock; (j) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriters; (k) the costs associated with commemorative lucite tombstones in such quantities as the Representative may reasonably request and not to exceed $5,000; (l) the costs associated with four (4) bound volumes of the Offering materials to be provided to the Representative by the Company's counsel; (m) the $21,775 cost associated with the Underwriter's use of Ipreo's book-building, prospectus tracking and compliance software for the Offering; and (n) up to $5,000 of the Underwriter's actual accountable "road show" expenses for the Offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth herein to be paid by the Company to the Underwriters.

General Expenses Related to the Offering from Underwriting Agreement

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 Sunrise Securities 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:

General Expenses Related to the Offering. The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid at the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the shares of Common Stock to be sold in the Offering (including the Over-allotment Shares) with the Commission; (b) all Public Offering System filing fees associated with the review of the Offering by FINRA; (c) all fees and expenses relating to the listing of such Public Securities on the NasdaqCM and such other stock exchanges as the Company and the Representative together determine; (d) all fees, expenses and disbursements relating to the registration or qualification of such shares under the blue sky securities laws of such states and other jurisdictions as the Company and the Representative together determine (including, without limitation, all filing and registration fees, and the reasonable fees and disbursements of blue sky counsel, it being agreed that such fees and expenses will be limited to: (i) if the Offering is commenced on the NasdaqCM, Nasdaq Global Market, the Nasdaq Global Select Market or the NYSE MKT, the Company will make a payment of $0 to such counsel at Closing, or (ii) if the Offering is commenced on the Over-the-Counter Bulletin Board, the Company will make a payment of $10,000 to such counsel upon the commencement of blue sky work by such counsel and an additional $5,000 at Closing); (e) all fees, expenses and disbursements relating to the registration, qualification or exemption of such shares under the securities laws of such foreign jurisdictions as the Company and the Representative together determine; (f) the costs of all mailing and printing of the underwriting documents (including, without limitation, the Underwriting Agreement, any Blue Sky Surveys and, if appropriate, any Agreement Among Underwriters, Selected Dealers Agreement, Underwriters Questionnaire and Power of Attorney), Registration Statements, Prospectuses and all amendments, supplements and exhibits thereto and as many preliminary and final Prospectuses as the Representative may reasonably deem necessary; (g) the costs of preparing, printing and delivering certificates representing the Public Securities; (h) fees and expenses of the transfer agent for the shares of Common Stock; (i) stock transfer and/or stamp taxes, if any, payable upon the transfer of securities from the Company to the Underwriter; (j) the fees and expenses of the Companys accountants; (k) the fees and expenses of the Companys legal counsel and other agents; (l) the costs associated with four (4) bound volumes of the public offering materials to be provided to the Representative by Companys counsel; (m) the $2,000 cost associated with the use of Ipreos book building, prospectus tracking and compliance software for the Offering; and (o) upon successfully completing this Offering, $2,500 for the Underwriters use of NetRoadshows internet roadshow software for the Offering. The Representative may deduct from the net proceeds of the Offering payable to the Company on the Closing