REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 3rd, 2005 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • New York
Registration Rights Agreement (this “Agreement”), dated as of September 27, 2005, between Cyberonics, Inc., a Delaware corporation (together with any successor entity, the “Issuer”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation (the “Initial Purchaser”).
Date: September 21, 2005 ML Ref: To: Cyberonics, Inc. (“Counterparty”) Attention: From: Merrill Lynch International (“ML”) Merrill Lynch Financial Centre 2 King Edward Street London EC1A 1HQConfirmation • October 3rd, 2005 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
CYBERONICS, INC. as Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of September 27, 2005 3.0% SENIOR SUBORDINATED CONVERTIBLE NOTES DUE 2012 CROSS-REFERENCE TABLEIndenture • October 3rd, 2005 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • New York
Confirmation of OTC Warrant TransactionConfirmation of Otc Warrant Transaction • October 3rd, 2005 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • New York
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation (notwithstanding anything to the contrary herein), shall be subject to an agreement in the 1992 form of the ISDA Master Agreement (Multicurrency Cross Border) (the “Master Agreement” or “Agreement”) as if we had executed an agreement in such form (but without any Schedule and with elections specified in the “ISDA Master Agreement” Section of this Confirmation) on the Trade Date of the first such Transaction between us. In the event of any inconsistency between the provisions of that Agreement and this Confirmation, this Confirmation will prevail for the purpose of this Transaction.
