0001193125-07-027334 Sample Contracts

Kyphon Inc. $200,000,000 1.00% Convertible Senior Subordinated Notes Due 2012 $200,000,000 1.25% Convertible Senior Subordinated Notes Due 2014 Registration Rights Agreement
Registration Rights Agreement • February 12th, 2007 • Kyphon Inc • Surgical & medical instruments & apparatus • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into as of February 1, 2007, by and among Kyphon Inc., a Delaware corporation (the “Company”), and J.P. Morgan Securities Inc., Goldman, Sachs & Co. and Banc of America Securities LLC acting on behalf of the several parties (the “Initial Purchasers”) named in Schedule I to that certain Purchase Agreement, dated as of January 31, 2007 (the “Purchase Agreement”) among the Company and you, as representatives of the Initial Purchasers.

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KYPHON INC., AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE 1.00% Convertible Senior Notes due 2012 1.25% Convertible Senior Notes due 2014 INDENTURE Dated as of February 6, 2007
Purchase • February 12th, 2007 • Kyphon Inc • Surgical & medical instruments & apparatus • New York

INDENTURE dated as of February 6, 2007, among KYPHON INC., a Delaware corporation (the “Company”) and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).

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