Board Composition and Board Designations Uses in Additional Covenants Clause

Additional Covenants 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:

Additional Covenants from Underwriting Agreement

Additional Covenants. 7.1 Board Composition and Board Designations. The Company shall ensure that: (i) the qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder and with the requirements, if any, of the OTC Bulletin Board or any other national securities exchange or national securities association, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the board of directors qualifies as a "financial expert" as such term is defined under the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder.