exv4w5



 





Exhibit 4.5




AMENDMENT OF REGISTRATION RIGHTS




Cardica, Inc.

c/o Cooley Godward Kronish llp

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

Attn: Danielle E. Reed, Esq.




     Re: Registration on Form S-3



Ladies and Gentlemen:



Reference is made to that certain Amended and Restated Investors Rights Agreement, dated August 19,
2003, as the same may be amended to date, by and among Cardica, Inc. (the “Company”), the
undersigned and certain other stockholders of the Company (the “Rights Agreement”). All
capitalized terms used and not otherwise defined herein have the same meanings given them in the
Rights Agreement.



1.      The Company has informed the undersigned that the Board of Directors of the Company has
authorized the filing with the Securities and Exchange Commission of a registration statement on
Form S-3 for the purpose of registering $40,000,000 of shares (the “Company Shares”) of the
Company’s common stock, $0.001 par value per share (“Common Stock”), for sale by the Company and
2,579,795 shares of Common Stock for sale by Guidant Investment Corporation (the “Guidant
Investment Shares,” and together with the Company Shares, the “Securities”), under the Securities
Act of 1933, as amended (the “Act”), and providing for the issuance and sale of the Securities
under either or both of Rule 415 and Rule 430A under the Act, including any abbreviated
registration statement pursuant to Rule 462(b) of the Act as is appropriate to increase the amount
of Securities to be sold in an offering or offerings of Securities (the “Registration Statement”).



Pursuant to the Rights Agreement, the undersigned holders of Common Stock would be entitled
(subject to the restrictions set forth in the Rights Agreement) to include in such registration all
or a portion of the Registrable Securities held by them.



2.      Pursuant to the Rights Agreement, the undersigned hereby amend Section 2.3 of the Rights
Agreement to add the following immediately after “Special Registration Statements”:



“and, other than with respect to Guidant Investment Corporation, the registration statement on Form
S-3 proposed to be filed by the Company in October 2007 for the purpose of registering $40,000,000
of shares (the “Company Shares”) of the Company’s Common Stock for sale by the Company and
2,579,795 shares of the Company’s Common Stock for sale by Guidant Investment Corporation (the
“Guidant Investment Shares,” and together with the Company Shares, the “Securities”) under the
Securities Act, and providing for the issuance and sale of the Securities under either or both of
Rule 415 and Rule 430A under the Securities Act, including any abbreviated registration statement
pursuant to Rule 462(b) of the Securities Act as is appropriate to increase the amount of
Securities to be sold in an offering or offerings of Securities (the “Registration Statement”),
with Guidant Investment Corporation and the Guidant Investment Shares having all rights and
obligations under the Agreement in connection with the inclusion of the Guidant Investment Shares
in the Registration Statement pursuant to Section 2.3”.



3.      The undersigned understand and acknowledge that pursuant to Section 2.11 of the Rights
Agreement, any provision of Section 2 of the Rights Agreement may be amended with the consent of
the




Amendment of Registration Rights




 









 




Company and the holders of a majority of the Registrable Securities outstanding. The undersigned
understand and acknowledge that the Company has consented to the amendment set forth herein.



4.      The undersigned understand that the Company will proceed with the Registration Statement in
reliance on this Amendment.




[Remainder
of Page Intentionally Left Blank]




Amendment of Registration Rights




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AMENDMENT OF REGISTRATION RIGHTS




     Each of the undersigned has executed this Amendment of Registration Rights as of the date set
forth below.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	Dated:	 	October 12, 2007	 	Sutter Hill Ventures, a California Limited Partnership
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Title:
	 	Managing Director of General Partner
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:	 	October 12, 2007	 	Sutter Hill Entrepreneurs’ Fund (AI), L.P.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Title:
	 	Managing Director of General Partner
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:	 	October 12, 2007	 	Sutter Hill Entrepreneurs’ Fund (QP), L.P.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	William H. Younger, Jr.
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Title:
	 	Managing Director of General Partner
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Dated:	 	October 12, 2007	 	Allen & Company Incorporated
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Peter DiIorio
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:	 	Peter DiIorio
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Title:	 	General Counsel and VP
	 

	 	 	 	 	 	 





Amendment of Registration Rights



 









 








AMENDMENT OF REGISTRATION RIGHTS




     Each of the undersigned has executed this Amendment of Registration Rights as of the date set
forth below.



	 	 	 	 	 	 	 
	 	 	 	 	Very truly yours,
	 
	 	 	 	 	 	 
	Dated:	 	October 15, 2007	 	Guidant
Investment Corporation

	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Lawrence J. Knopf 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Name:
	 	Lawrence J. Knopf 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Print Title:
	 	VP and Asst. General Counsel 
	 

	 	 	 	 	 	 





Amendment of Registration Rights