0001299933-07-000108 Sample Contracts

STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT
Stock Option Agreement Amendment and Bonus Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

THIS STOCK OPTION AGREEMENT AMENDMENT AND BONUS AGREEMENT (the “Agreement”) is made this 24th day of December, 2006 between Cyberonics, Inc. (the “Company”) and Michael Cheney (the “Optionee”).

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CONSENT AND AMENDMENT AGREEMENT
Consent and Amendment Agreement • January 5th, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus • New York

THIS CONSENT AND AMENDMENT AGREEMENT is made and entered into effective as of December 29, 2006 (this “Consent”) by and among CYBERONICS, INC. (the “Borrower”), MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services Inc., individually as a Lender, as Administrative Agent, Sole Bookrunner and Sole Lead Arranger (the “Administrative Agent”) and the Lenders now or from time to time party to the Credit Agreement referenced below (the “Lenders”). All capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

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