SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 24th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of March 24, 2015 (the “Effective Date”), 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 other person identified on the signature pages hereto (each, including its successors and assigns, an “Investor” and collectively the “Investors”).
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”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Minnesota
This Employment Agreement (the “Agreement”) is made effective as of the 1st day of July, 2015 (the “Effective Date”) by and between Kips Bay Medical, Inc. (the “Company”) and Manuel A. Villafaña (the “Executive”).
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED,...Warrant Agreement • March 24th, 2015 • Kips Bay Medical, Inc. • Surgical & medical instruments & apparatus • Delaware
THIS WARRANT IS NOT EXERCISABLE PRIOR TO [SIX MONTHS FROM ISSUANCE]. VOID AFTER 5:00 P.M., EASTERN TIME, [FIVE YEARS FROM DATE FIRST EXERCISABLE].
