Medtronic, Inc. 1.25% Contingent Convertible Debentures due 2021 Registration Rights AgreementMedtronic Inc • November 13th, 2001 • Electromedical & electrotherapeutic apparatus • New York
Medtronic, Inc., a Minnesota corporation (the "Company"), proposes to issue and sell (such issuance and sale, the "Initial Placement"), upon the terms set forth in a purchase agreement dated as of September 6, 2001 (the "Purchase Agreement"), to the several parties named in Schedule I (the "Initial Purchasers") to the Purchase Agreement, for whom Banc of America Securities LLC, Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated are acting as representatives (the "Representatives"), $1,750,000,000 principal amount (plus up to an additional $262,500,000 aggregate principal amount) of its 1.25% Contingent Convertible Debentures due 2021 (the "Securities"). The Securities will be convertible into shares of Common Stock (as defined herein) in accordance with the terms and subject to the conditions of the Securities and the Indenture. As an inducement to you to enter into the Purchase Agreement and in satisfaction of a condition of your obligations thereunder, the Company agrees with
