0001104659-07-009541 Sample Contracts

CONCEPTUS, INC. $75,000,000 Principal Amount
Underwriting Agreement • February 12th, 2007 • Conceptus Inc • Surgical & medical instruments & apparatus • New York

The Notes are to be issued pursuant to an indenture to be dated as of February 12, 2007, between the Company and Wells Fargo, N.A., as trustee (the “Trustee”), as supplemented by a supplemental indenture to be dated as of February 12, 2007, between the Company and the Trustee (such indenture, as supplemented, the “Indenture”). The Notes will be convertible in accordance with their terms and the terms of the Indenture into cash and, if applicable, shares of the common stock (the “Common Stock”) of the Company, $0.003 par value per share (the “Shares”).

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