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.
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
