0001299933-07-000618 Sample Contracts

AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED PREFERRED SHARE RIGHTS AGREEMENT
Preferred Share Rights Agreement • February 1st, 2007 • Cyberonics Inc • Electromedical & electrotherapeutic apparatus

This Amendment No. 5 (this “Amendment”) to Second Amended and Restated Preferred Shares Rights Agreement (the “Rights Agreement”) is made effective as of January 29, 2007. This Amendment is an amendment to the Rights Agreement dated August 21, 2000 between Cyberonics, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A. (formerly Equiserve Trust Company, N.A. and referred to herein as the “Rights Agent”).

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