0000950123-10-057621 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 11th, 2010 • 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 as of the 7th day of June, 2010 between Kips Bay Medical, Inc., a Delaware corporation (the “Company”), and Michael P. Winegar (“Indemnitee”).

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CRO SERVICES AGREEMENT
Cro 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”).

CONSULTING AGREEMENT
Consulting Agreement • June 11th, 2010 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus

This Consulting Agreement (the “Agreement”) is entered into as of July 21, 2008 (the “Effective Date”) by and between Kips Bay Medical, LLC (the “Company”) and Symbios Clinical, Inc. (“Symbios”).

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