The European Investment Bank having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg,

(the “Bank”)

of the first part, and

LivaNova PLC, a public limited company incorporated in England and Wales with registered number 9451374, having its registered office at c/o Legalinx Limited, 1 Fetter Lane, London EC4A 1BR, United Kingdom,

(the “Parent”)

of the second part, and

Sorin CRM S.A.S., a company incorporated in France having its registered office at, 4 Avenue Réaumur-92140 Clamart Cdx – France,

(the “French Subsidiary”)

of the third part, and

Sorin Group Italia S.r.l., a company incorporated in Italy, having its registered office at Via Benigno Crespi,17, 20159 Milano, Italy,

(the “Italian Subsidiary”)

of the fourth part.

The Borrowers have stated that they are undertaking a project of research and development (R&D) related to various new products and product improvements in heart failure (cardiovascular diseases) with a particular focus on (i) cardiac surgery (heart valves and cardiopulmonary), (ii) cardiac rhythm management and (iii) new ventures (innovative medical devices related to heart failure). The project covers the entire product development from pre-clinical studies up to clinical trials for the period 2014-2016. The project will be carried out in Italy (43%) and France (57%), as more particularly described in the technical description (the “Technical Description”) set out in Schedule A (the “Project”).

The total cost of the Project, as estimated by the Bank, is EUR 286,200,000.00 (two hundred eighty six million two hundred thousand euros) and the Borrowers stated that they intend to finance the Project as follows:

In order to fulfil the financing plan set out in Recital (2), the Borrowers have requested from the Bank a credit of EUR 100,000,000.00 (one hundred million euros).

The Bank, considering that the financing of the Project falls within the scope of its functions, and having regard to the statements and facts cited in these Recitals, has decided to give effect to the Borrowers’ request providing to them a credit in an amount of EUR 100,000,000.00 (one hundred million euros) under this Finance Contract (the “Contract”); provided that the amount of the Bank loan shall not, in any case, exceed 50% (fifty per cent) of the total cost of the Project set out in Recital (2).

The Borrowers have authorised the borrowing of the sum of EUR 100,000,000.00 (one hundred million euros) represented by this credit on the terms and conditions set out in this Contract.

The Statute of the Bank provides that the Bank shall ensure that its funds are used as rationally as possible in the interests of the European Union; and, accordingly, the terms and conditions of the Bank’s loan operations must be consistent with relevant policies of the European Union.

The Bank considers that access to information plays an essential role in the reduction of environmental and social risks, including human rights violations, linked to the projects it finances and has therefore established its Transparency policy, the purpose of which is to enhance the accountability of the EIB Group towards its stakeholders and the citizens of the European Union in general.

The processing of personal data shall be carried out by the Bank in accordance with applicable European Union legislation on the protection of individuals with regard to the processing of personal data by the EC institutions and bodies and on the free movement of such data.

Interpretation

References to Articles, Recitals, Schedules and Annexes are, save if explicitly stipulated otherwise, references respectively to articles of, and recitals, schedules and annexes to this Contract.

References to a provision of law are references to that provision as amended or re-enacted.

References to any other agreement or instrument are references to that other agreement or instrument as amended, novated, supplemented, extended or restated.

Definitions

16h00 Luxembourg time on the day of delivery, if the notice is delivered by 14h00 Luxembourg time on a Business Day; or

11h00 Luxembourg time on the next following day which is a Business Day, if the notice is delivered after 14h00 Luxembourg time on any such day or is delivered on a day which is not a Business Day.

the net revenues (ricavi netti) of the Group;

plus other revenues and income (altri ricavi e proventi), change in inventory of work in progress, semifinished goods and finished goods (variazione rimanenze prodotti in lavorazione, semilavorati e finiti) and increase in Borrower-produced additions to non-current assets (incremento di immobilizzazioni per lavori interni);

minus cost of raw material and other materials (costi per materie prime ed altri materiali), cost of services used (costi per servizi), personnel expenses (costi per il personale) and miscellaneous operating costs (altri costi di funzionamento).

the aggregate at that time of Financial Indebtedness of the members of the Group from sources external to the Group (including guarantees for an aggregate amount exceeding Euro 30,000,000.00 (thirty million euros), or following, and subject to, Completion, USD 33,000,000.00 (thirty-three million US dollars) at that times); less

the aggregate amount at that time of: (aa) cash; (bb) debt securities issued or guaranteed by any member state of the OECD; (cc) debt securities issued by leading entities and listed on national stock exchanges of any member of the European Union; (dd) receivables from derivative financial instruments; and (ee) deposits or notes purchased in respect of the credit enhancements of securitisation programmes up to an aggregate amount not exceeding Euro 30,000,000.00 (thirty million euros), or following, and subject to, Completion, USD 33,000,000.00 (thirty-three million US dollars) for each financial year.

interest accrued during such period as an obligation of any member of the Group (whether or not paid or capitalised during or deferred for payment after such period);

less any interest received or receivable by any member of the Group (after deducting any applicable withholding tax) in such period.

the interest rate net of the Margin that would have been applicable to such amount had it been disbursed to the Borrowers on the Scheduled Disbursement Date

EURIBOR (one month rate) less 0.125% (12.5 basis points), unless this value is less than zero, in which case it will be set at zero.

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with this Contract; or

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of either the Bank or a Borrower, preventing that party:

from performing its payment obligations under this Contract; or

from communicating with other parties,

fauna and flora;

soil, water, air, climate and the landscape; and

cultural heritage and the built environment,

EU law, including principles and standards;

national laws and regulations; and

applicable international treaties of which a principal objective is the preservation, protection or improvement of the Environment.

moneys borrowed;

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis – including true sale IFRS – under an arrangement other than a Permitted Receivables Disposal);

any amount raised under any other transaction (including any forward sale or purchase agreement, sale and lease back arrangements and sale and purchase arrangements having deferred payment terms longer than terms customary on the market) having the financial effect of a borrowing;

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (fair value) shall be taken into account);

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) to (viii) above.

there are, in the reasonable opinion of the Bank, events or circumstances adversely affecting the Bank’s access to its sources of funding;

in the opinion of the Bank, funds are not available from its ordinary sources of funding in order to adequately fund a Tranche in the relevant currency and/or for the relevant maturity and/or in relation to the reimbursement profile of such Tranche;

in relation to a Tranche in respect of which interest is or would be payable at Floating Rate:

the cost to the Bank of obtaining funds from its sources of funding, as determined by the Bank, for a period equal to the Floating Rate Reference Period of such Tranche (i.e. in the money market) would be in excess of the applicable EURIBOR;

the Bank determines that adequate and fair means do not exist for ascertaining the applicable EURIBOR of such Tranche or it is not possible to determine the EURIBOR in accordance with the definition contained in Schedule B.

for a Fixed Rate Tranche, the following Relevant Business Day, without adjustment to the interest due under Article 3.01; and

for a Floating Rate Tranche, the next day, if any, of that calendar month that is a Relevant Business Day or, failing that, the nearest preceding day that is a Relevant Business Day, in all cases with corresponding adjustment to the interest due under Article 3.01.

the interest net of the Margin that would accrue thereafter on the Prepayment Amount over the period from the Prepayment Date to the Maturity Date if it were not prepaid; over

the interest that would so accrue over that period, if it were calculated at the Redeployment Rate, less 0.15% (fifteen basis points).

which is controlled, directly or indirectly, by the first mentioned company or corporation;

more than half the issued share capital (which gives rise to voting rights) of which is beneficially owned, directly or indirectly by the first mentioned company or corporation; or

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

Amount of Credit

Disbursement procedure

Tranches

Disbursement Request

Each of the Borrowers may present to the Bank a Disbursement Request for the disbursement of a Tranche, such Disbursement Request to be received at the latest 15 (fifteen) days before the Final Availability Date. The Disbursement Request shall be in the form set out in Schedule C and shall specify:

the amount of the Tranche;

the preferred disbursement date for the Tranche; such preferred disbursement date must be a Relevant Business Day falling at least 15 (fifteen) days after the date of the Disbursement Request and, in any event, on or before the Final Availability Date, it being understood that notwithstanding the Final Availability Date the Bank may disburse the Tranche up to 4 (four) calendar months from the date of the Disbursement Request;

whether the Tranche is a Fixed Rate Tranche or a Floating Rate Tranche, each pursuant to the relevant provisions of Article 3.01;

the preferred interest payment periodicity for the Tranche, chosen in accordance with Article 3.01;

the preferred terms for repayment of principal for the Tranche, chosen in accordance with Article 4.01;

the preferred first and last dates for repayment of principal for the Tranche; and

the IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account to which disbursement of the Tranche should be made in accordance with Article 1.02D.

If the Bank, following a request by any of the Borrowers, has provided that Borrower, before the submission of the Disbursement Request, with a non-binding fixed interest rate or spread quotation to be applicable to the Tranche, that Borrower may also at its discretion specify in the Disbursement Request such quotation, that is to say:

in the case of a Fixed Rate Tranche, the aforementioned fixed interest rate previously quoted by the Bank; or

in the case of a Floating Rate Tranche, the aforementioned spread previously quoted by the Bank,

applicable to the Tranche until the Maturity Date.

Each Disbursement Request shall be accompanied by evidence of the authority of the person or persons authorised to sign it and the specimen signature of such person or persons or a declaration by the relevant Borrower that no change has occurred in relation to the authority of the person or persons authorised to sign Disbursement Requests under this Contract.

Subject to Article 1.02C(b), each Disbursement Request is irrevocable.

Disbursement Notice

Not less than 10 (ten) days before the proposed Scheduled Disbursement Date of a Tranche the Bank shall, if the Disbursement Request conforms to this Article 1.02, deliver to the relevant Borrower a Disbursement Notice which shall specify:

the amount of the Tranche;

the Scheduled Disbursement Date;

the interest rate basis for the Tranche, being: (i) a Fixed Rate Tranche; or (ii) a Floating Rate Tranche all pursuant to the relevant provisions of Article 3.01;

the first interest Payment Date and the periodicity for the payment of interest for the Tranche;

the terms for repayment of principal for the Tranche;

the first and last dates for repayment of principal for the Tranche;

the applicable Payment Dates for the Tranche; and

for a Fixed Rate Tranche the Fixed Rate and for a Floating Rate Tranche the Spread applicable to the Tranche until the Maturity Date.

If one or more of the elements specified in the Disbursement Notice does not reflect the corresponding element, if any, in the Disbursement Request, the relevant Borrower may following receipt of the Disbursement Notice revoke the Disbursement Request by written notice to the Bank to be received no later than 12h00 Luxembourg time on the next Business Day and thereupon the Disbursement Request and the Disbursement Notice shall be of no effect. If the relevant Borrower have not revoked in writing the Disbursement Request within such period, such Borrower will be deemed to have accepted all elements specified in the Disbursement Notice.

If the relevant Borrower has presented to the Bank a Disbursement Request in which such Borrower has not specified the fixed interest rate or spread as set out in Article 1.02B(b), such Borrower will be deemed to have agreed in advance to the Fixed Rate or Spread as subsequently specified in the Disbursement Notice.

Disbursement Account

Currency of disbursement

Conditions of disbursement

First Tranche

evidence that the execution of this Contract by the Borrowers have been duly authorised and that the person or persons signing this Contract on behalf of each of the Borrowers is/are duly authorised to do so together with the specimen signature of each such person or persons;

evidence that the Borrowers have obtained all necessary Authorisations, required in connection with this Contract and the Project;

legal opinions issued by the external legal counsel of the Borrowers (at the cost of the Borrowers) on (i) the due incorporation, capacity and corporate authorizations of each of the Borrowers; and (ii) on the legal, valid, binding and enforceable obligations by each of the Borrowers under this Contract in accordance with their respective law of their jurisdiction of incorporation;

legal memorandum by the external legal counsel of the Borrowers (at the cost of the Borrowers) on the execution of this Contract by the French Subsidiary as Co-debtor;

evidence that any process agent referred to in Article 11.03 has accepted its appointment;

evidence of compliance by the relevant Borrower with the financial covenants pursuant to Article 6.07;

evidence of payment of the appraisal fee in full pursuant to Article 1.08; and

evidence that the Parent has repaid in full the loans, together with accrued interest, and all other amounts accrued or outstanding, under the Finance Contract between the Bank and the Parent in Milan on 6 December 2007 (FI N° 24.239(IT) Serapis N° 2004-0233) denominated “Sorin Tecnologie Medicali R & D”.

All Tranches

that the Bank has received, in form and substance satisfactory to it, on or before the date falling 5 (five) Business Days before the Scheduled Disbursement Date for the proposed Tranche, of the following documents or evidence:

a certificate from the Borrower in the form of Schedule D.1, signed by an authorised representative of the Borrower and dated no earlier than the date falling 15 (fifteen) days before the Scheduled Disbursement Date;

a copy of any other authorisation or other document, opinion or assurance which the Bank has notified the Parent is necessary or desirable in connection with the entry into and performance of, and the transactions contemplated by, this Contract or the validity and enforceability of the same.

that on the Disbursement Date for the proposed Tranche:

the representations and warranties which are repeated pursuant to Article 6.15 are correct in all material respects; and

no event or circumstance which constitutes or would with the passage of time or giving of notice under this Contract constitute:

an Event of Default, or

a Prepayment Event,

Deferment of disbursement

Grounds for deferment

Cancellation of a disbursement deferred by 6 (six) months

Cancellation and suspension

Borrower’s right to cancel

Bank’s right to suspend and cancel

The Bank may, by notice in writing to the Parent, on behalf of the Borrowers, suspend and/or cancel the undisbursed portion of the Credit in whole or in part at any time and with immediate effect:

upon the occurrence of a Prepayment Event or an Event of Default or an event or circumstance which would with the passage of time or giving of notice under this Contract constitute a Prepayment Event or an Event of Default; or

if a Material Adverse Change occurs.

Any suspension shall continue until the Bank ends the suspension or cancels the suspended amount.

Indemnity for suspension and cancellation of a Tranche

SUSPENSION

CANCELLATION

a Fixed Rate Tranche which is a Notified Tranche, it shall indemnify the Bank under Article 4.02B;

a Floating Rate Notified Tranche or any part of the Credit other than a Notified Tranche, no indemnity is payable.

a Fixed Rate Tranche which is a Notified Tranche upon an Indemnifiable Prepayment Event or pursuant to Article 1.05B, the relevant Borrower shall pay to the Bank the Prepayment Indemnity; or

a Notified Tranche upon an Event of Default, the relevant Borrower shall indemnify the Bank under Article 10.03.

Cancellation after expiry of the Credit

Appraisal fee

Non-utilisation fee

on each 1 June, 1 September, 1 December and 1 March of each year; and

on the Final Availability Date; or, if the Credit is cancelled in full under Article 1.06 prior to the Final Availability Date, on the date of cancellation.

Sums due under Article 1

Co-debtorship: joint and several liability

Amount of Loan

Currency of repayment, interest and other charges

Confirmation by the Bank

Rate of interest

Fixed Rate Tranches

Floating Rate Tranches

Interest on overdue sums

for overdue sums related to Floating Rate Tranches, the applicable Floating Rate plus 2% (200 basis points);

for overdue sums related to Fixed Rate Tranches, the higher of (a) the applicable Fixed Rate plus 2% (200 basis points) or (b) the EURIBOR plus 2% (200 basis points);

for overdue sums other than under (i) or (ii) above, the EURIBOR plus 2% (200 basis points) and shall be payable in accordance with the demand of the Bank. For the purpose of determining the EURIBOR in relation to this Article 3.02, the relevant periods within the meaning of Schedule B shall be successive periods of one month commencing on the due date.

Market Disruption Event

the Margin and

the rate (expressed as a percentage rate per annum) which is determined by the Bank to be the all-inclusive cost to the Bank for the funding of the relevant Tranche based upon the then applicable internally generated Bank reference rate or an alternative rate determination method reasonably determined by the Bank. The Borrower shall have the right to refuse in writing such disbursement within the deadline specified in the notification and shall bear charges incurred as a result, if any, in which case the Bank shall not make the disbursement and the corresponding Credit shall remain available for disbursement under Article 1.02B. If the Borrower does not refuse the disbursement in time, the parties agree that the disbursement and the conditions thereof shall be fully binding for both parties.

Normal repayment

Each Borrower shall repay each Tranche by instalments on the Payment Dates specified in the relevant Disbursement Notice in accordance with the terms of the amortisation table delivered pursuant to Article 2.03.

Each amortisation table shall be drawn up on the basis that:

in the case of a Fixed Rate Tranche, repayment shall be made annually, semi-annually or quarterly by equal instalments of principal or constant instalments of principal and interest;

in the case of a Floating Rate Tranche, repayment shall be made by equal annual, semi-annual or quarterly instalments of principal;

the first repayment date of each Tranche shall be a Payment Date falling not earlier than 60 (sixty) days from the Scheduled Disbursement Date and not later than the first Payment Date immediately following the first anniversary of the Scheduled Disbursement Date of the Tranche; and

the last repayment date of each Tranche shall be a Payment Date falling not earlier than 4 (four) years and not later than 7 (seven) years from the Scheduled Disbursement Date.

Voluntary prepayment

Prepayment option

Prepayment indemnity

FIXED RATE TRANCHE

FLOATING RATE TRANCHE

Prepayment mechanics

Compulsory prepayment

Prepayment Events

PROJECT COST REDUCTION

PARI PASSU TO NON-EIB FINANCING

such prepayment is not made within a revolving credit facility (save for the cancellation of the revolving credit facility);

such prepayment is not made out of the proceeds of a loan or other indebtedness having a term at least equal to the unexpired term of the Non-EIB Financing prepaid,

CHANGE OF CONTROL

a “Change-of-Control Event” occurs if:

any person or group of persons acting in concert gains control of the Parent or of the entity directly or ultimately controlling the Parent;

the Parent ceases to be the beneficial owner directly or indirectly through wholly owned subsidiaries of more than 50% (fifty per cent) of the issued share capital of the French Subsidiary; or

the Parent ceases to be the beneficial owner directly or indirectly through wholly owned subsidiaries of more than 50% (fifty per cent) of the issued share capital of the Italian Subsidiary;

“acting in concert” means acting together pursuant to an agreement or understanding (whether formal or informal); and

“control” means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract or otherwise.

CHANGE OF LAW

ILLEGALITY

Prepayment mechanics

Prepayment indemnity

General

Day count convention

in respect of interest and indemnities due under a Fixed Rate Tranche, a year of 360 (three hundred and sixty) days and a month of 30 (thirty) days;

in respect of interest and indemnities due under a Floating Rate Tranche, a year of 360 (three hundred and sixty) days and the number of days elapsed;

in respect of fees, a year of 360 (three hundred and sixty) days and the number of days elapsed.

Time and place of payment

No set-off by the Borrower

Disruption to Payment Systems

the Bank may, and shall if requested to do so by the Parent, consult with the Parent on behalf of the Borrowers with a view to agreeing with the Parent on behalf of the Borrowers such changes to the operation or administration of this Contract as the Bank may deem necessary in the circumstances;

the Bank shall not be obliged to consult with the Parent in relation to any changes mentioned in paragraph (a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; and

the Bank shall not be liable for any damages, costs or losses whatsoever arising as a result of a Disruption Event or for taking or not taking any action pursuant to or in connection with this Article 5.04.

Application of sums received

General

Partial payments

first, in or towards payment pro rata of any unpaid fees, costs, indemnities and expenses due under this Contract;

secondly, in or towards payment of any accrued interest due but unpaid under this Contract;

thirdly, in or towards payment of any principal due but unpaid under this Contract; and

fourthly, in or towards payment of any other sum due but unpaid under this Contract.

Allocation of sums related to Tranches

In case of:

a partial voluntary prepayment of a Tranche, the Prepayment Amount shall be applied pro rata to each outstanding instalment, or, at the request of the Borrower, in inverse order of maturity,

a partial compulsory prepayment of a Tranche, the Prepayment Amount shall be applied in reduction of the outstanding instalments in inverse order of maturity.

Sums received by the Bank following a demand under Article 10.01 and applied to a Tranche, shall reduce the outstanding instalments in inverse order of maturity. The Bank may apply sums received between Tranches at its discretion.

In case of receipt of sums which cannot be identified as applicable to a specific Tranche, and on which there is no agreement between the Bank and the Parent on behalf of the Borrowers on their application, the Bank may apply these between Tranches at its discretion.

Use of Loan and availability of other funds

Completion of Project

Increased cost of Project

Procurement procedure

Continuing Project undertakings

Maintenance: maintain, repair, overhaul and renew all property forming part of the Project as required to keep it in good working order;

Project assets: unless the Bank shall have given its prior consent in writing retain title to and possession of all or substantially all the assets comprising the Project or, as appropriate, replace and renew such assets and maintain the Project in substantially continuous operation in accordance with its original purpose; provided that the Bank may withhold its consent only where the proposed action would prejudice the Bank’s interests as lender to the Borrowers or would render the Project ineligible for financing by the Bank under its Statute or under Article 309 of the Treaty on the Functioning of the European Union;

Insurance: insure all works and property forming part of the Project with first class insurance companies in accordance with the most comprehensive relevant industry practice;

Rights and Permits: maintain in force all rights of way or use and all Authorisations necessary for the execution and operation of the Project; and

Environment:

implement and operate the Project in compliance with Environmental Law;

obtain and maintain requisite Environmental Approvals for the Project; and

comply with any such Environmental Approvals.

Integrity: take, within a reasonable timeframe, appropriate measures in respect of any member of its management bodies who has been convicted by a final and irrevocable court ruling of a Criminal Offence perpetrated in the course of the exercise of his/her professional duties, in order to ensure that such member is excluded from any of that Borrower’s activity in relation to the Loan or the Project.

Disposal of assets

Each Borrower shall not (and the Parent shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

Paragraph 6.06A above does not apply to any sale, lease, transfer or other disposal for fair market value and at arm’s length:

made in the ordinary course of trading of the disposing entity;

of assets in exchange of other assets comparable or superior as to type, value and quality;

of obsolete or redundant vehicles, plant and equipment for cash;

of receivables being part of Permitted Receivables Disposals; or

of assets not falling within paragraphs (a), (b), (c) and (d) above, provided that over the life of the Loan the aggregate value of the disposed asset and other disposals of assets not falling within paragraphs (a), (b), (c) and (d) above, shall not exceed 10 per cent of the total assets of the Group as reported in the latest audited consolidated financial statements.

Notwithstanding anything to the contrary contained in this Article 6.06, each of the undertakings contained in this Article 6.06 are subject to all transactions contemplated under Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement.

Financial Covenants

Limitations on distributions

Except as permitted under paragraphs 6.08B and 6.08C below, no Borrower shall (and the Parent shall ensure that no member of the Group will):

declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital);

repay or distribute any dividend or share premium reserve;

pay or allow any member of the Group to pay any management, advisory or other fee to or to the order of any of the direct or indirect shareholders of the Parent (other than in respect of financial services rendered by any such shareholder in the ordinary course of its business to the Parent or a Subsidiary);

redeem, repurchase or repay any of its share capital or resolve to do so; or

reduce its share capital.

Paragraph 6.08A. above does not apply to:

reduction of share capital when mandatorily required under articles 2446 or 2447 of the Italian civil code (or any other applicable provision of law) (provided that the share capital is simultaneously reinstated at an amount not lower than the minimum amount required by any applicable law); or

the payment of a dividend to any of the Parent, the Italian Subsidiary, the French Subsidiary or any of their wholly-owned Subsidiaries.

Notwithstanding paragraph A. above, the Parent may distribute dividends and/or redeem, repurchase or repay any of its share capital or resolve to do so if:

all payments by any Borrower under this Contract have been punctually made when due;

no Event of Default or Prepayment Event is continuing unremedied or unwaived; and

the Parent is in compliance with the financial covenants pursuant to Article 6.07.

Notwithstanding anything to the contrary contained in this Article 6.08, each of the undertakings contained in this Article 6.08 are subject to all transactions contemplated under Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement.

Change of Business

Acquisition

No Borrower shall (and the Parent shall ensure that no other member of the Group will) acquire a company or any shares or securities or a business or undertaking (or, in each case, any interest in any of them).

Paragraph 6.10A does not apply to acquisition for cash consideration of all or the majority of the issued share capital of a limited liability company but only if:

no Event of Default is continuing on the closing date for the acquisition or would occur as a result of the acquisition;

the acquired company, business or undertaking is engaged in a business substantially the same as (or ancillary or related to) that carried on by the Group; and

the consideration (including associated costs and expenses) for the acquisition and any Financial Indebtedness or other assumed actual or contingent liability in each case remaining in the acquired company (or any such business) at the date of acquisition (the “Individual Purchase Price”) when aggregated with the consideration (including associated costs and expenses) for any other acquisition permitted under this Contract and any Financial Indebtedness or other assumed actual or contingent liability, in each case remaining in any such acquired companies or businesses at the time of acquisition (the “Total Purchase Price”) does not exceed in aggregate Euro 200,000,000.00 (two hundred million euros), or following, and subject to, Completion, USD 280,000,000.00 (two hundred and eighty million US dollars) or its equivalent over the life of the Tranches.

Notwithstanding anything to the contrary contained in this Article 6.10, each of the undertakings contained in this Article 6.10 are subject to all transactions contemplated under Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement.

Financial Indebtedness

“Group Financial Indebtedness” means the Financial Indebtedness of the Group;

“Subsidiary Financial Indebtedness” means the aggregate Financial Indebtedness of each Subsidiary excluding the Financial Indebtedness of the Borrowers.

Compliance with laws

Merger

a merger between a Borrower and any Subsidiary that is consolidated within the consolidated financial statements of the Parent, provided that such Borrower is in each case the surviving entity;

any solvent amalgamation or merger among members of the Group which are not a Borrower;

the solvent liquidation or reorganisation of any member of the Group which is not a Borrower so long as any payments or assets distributed as a result of such liquidation or reorganisation are distributed to other members of the Group; and

the merger of Cypher Merger Sub Inc. with Cyberonics, Inc. in accordance with paragraph (a) of section 1.01 (The Mergers), section 1.02 (Closing Date), section 1.03 (Effective Times), section 1.04 (Organizational Documents; Directors and Officers), section 2.02 (Conversion of Securities in the Cyberonics Merger), section 2.05 (Exchange of Cyberonics Certificates; Payment for Cyberonics Shares) and section 2.06 (Treatment of Cyberonics Equity Awards) of the Transaction Agreement,

Books and records

General Representations and Warranties

The Parent represents and warrants to the Bank that it is duly incorporated and validly existing as a public limited company under the laws of England and Wales and it has power to carry on its business as it is now being conducted and to own its property and other assets.

The French Subsidiary represents and warrants to the Bank it is duly incorporated and validly existing as a limited liability company (société par actions simplifiée) under the laws of France and it has power to carry on its business as it is now being conducted and to own its property and other assets.

The Italian Subsidiary represents and warrants to the Bank that it is duly incorporated and validly existing as a limited liability company (società a responsabilità limitata) under the laws of Italy and it has power to carry on its business as it is now being conducted and to own its property and other assets.

Each of the Borrowers represents and warrants to the Bank that:

it has the power to execute, deliver and perform its obligations under this Contract and all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same by it;

this Contract constitutes its legally valid, binding and enforceable obligations;

the execution and delivery of, the performance of its obligations under and compliance with the provisions of this Contract do not and will not:

contravene or conflict with any applicable law, statute, rule or regulation, or any judgement, decree or permit to which it is subject;

contravene or conflict with any agreement or other instrument binding upon it which might reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Contract;

contravene or conflict with any provision of its by-laws or memorandum and articles of association;

the latest available audited accounts of that Borrower (and, in case of the Parent, latest available audited accounts of the Parent) have been prepared on a basis consistent with previous years and have been approved by its auditors as representing a true and fair view of the results of its operations for that year and accurately disclose or reserve against all the liabilities (actual or contingent) of that Borrower;

there has been no Material Adverse Change since 30 June 2015;

no event or circumstance which constitutes an Event of Default has occurred and is continuing unremedied or unwaived;

no litigation, arbitration, administrative proceedings or investigation is current or to its knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against it or any of its subsidiaries any unsatisfied judgement or award;

it has obtained all necessary Authorisations in connection with this Contract and in order to lawfully comply with its obligations hereunder, and the Project and all such Authorisations are in full force and effect and admissible in evidence;

its payment obligations under this Contract rank not less than pari passu in right of payment with all other present and future unsecured and unsubordinated obligations under any of its debt instruments except for obligations mandatorily preferred by law applying to companies generally;

it is in compliance with Article 6.05(e) and to the best of its knowledge and belief (having made due and careful enquiry) no Environmental Claim has been commenced or is threatened against it;

it is in compliance with all undertakings under this Article 6;

no financial covenants have been concluded with any other creditor of the Group which are more restrictive than the ones contained in the Contract; and

to the best of its knowledge, no funds invested in the Project by the Borrower or by its controlling entities or by another member of the Group are of illicit origin, including products of money laundering or linked to the financing of terrorism. The Borrower shall promptly inform the Bank if at any time it becomes aware of the illicit origin of any such funds.

Guarantee and indemnity

Guarantee and indemnity

guarantees to the Bank punctual performance by each Borrower of all that Borrower’s obligations under this Contract or other transactional documents;

undertakes with the Bank that whenever a Borrower does not pay any amount when due under or in connection with this Contract or other transactional documents, that Co-debtor shall immediately on demand pay that amount as if it was the principal Borrower; and

agrees with the Bank that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Bank immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under this Contract on the date when it would have been due. The amount payable by a Co-debtor under this indemnity will not exceed the amount it would have had to pay under this Article 7.01 if the amount claimed had been recoverable on the basis of a guarantee.

Continuing guarantee

Reinstatement

Waiver of defences

any time, waiver or consent granted to, or composition with, any Borrower or other person;

the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Borrower or any other person;

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of this Contract or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under this Contract or other document or security;

any unenforceability, illegality or invalidity of any obligation of any person under this Contract or any other document or security; or

any insolvency or similar proceedings.

Immediate recourse

Appropriations

refrain from applying or enforcing any other moneys, security or rights held or received by the Bank (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Co-debtor shall be entitled to the benefit of the same; and

hold in an interest-bearing suspense account any moneys received from any Co-debtor or on account of any Co-debtor’s liability under this Article 7.01.

Deferral of Co-debtors’ rights

to be indemnified by an Borrower;

to claim any contribution from any other guarantor of any Borrower’s obligations under this Contract;

to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Bank under this Contract or of any other guarantee or security taken pursuant to, or in connection with, this Contract by the Bank;

to bring legal or other proceedings for an order requiring any Borrower to make any payment, or perform any obligation, in respect of which any Co-debtor has given a guarantee, undertaking or indemnity under Article 7.01A;

to exercise any right of set-off against any Borrower; and/or

to claim or prove as a creditor of any Borrower in competition with the Bank.

Additional security

Limitation of the obligations of the French Subsidiary

Borrowers’ Agent

Each Borrower (other than the Parent) by its execution of this Contract irrevocably appoints the Parent (acting through one or more authorised signatories) to act on its behalf as its agent in relation to this Contract and irrevocably authorises:

the Parent on its behalf to supply all information concerning itself contemplated by this Contract to the Bank and to give all notices and instructions (including, in the case of a Borrower, Disbursement Requests); and

the Bank to give any notice, demand or other communication to that Borrower pursuant to this Contract to the Parent,

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent or given to the Parent under this Contract on behalf of another Borrower or in connection with this Contract shall be binding for all purposes on that Borrower as if that Borrower had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Parent and any other Borrower, those of the Parent shall prevail.

Negative pledge

any Security Interest listed in Schedule F (Existing Security) except to the extent the principal amount secured by that Security exceeds the amount stated in that Schedule;

any Security Interest arising by operation of law and in the ordinary course of trading;

any guarantee comprising a netting or set-off arrangement entered into by the Parent or any of its Subsidiaries in the ordinary course of their banking arrangements for the purpose of netting debt and credit balances;

any Security Interest securing indebtedness the outstanding principal amount of which (when aggregate with the outstanding principal amount of any other indebtedness which has the benefit of Security Interest given by any member of the Group other than any permitted under (a) to (c) above) does not exceed in aggregate EUR 10,000,000.00 (ten million euros), or following, and subject to, Completion, USD 15,000,000.00 (fifteen million US dollars) (or its equivalent);

Pari passu

Clauses by inclusion

Information concerning the Project

The Parent (and, upon request of the Bank, the relevant Borrower) shall deliver to the Bank:

the information in content and in form, and at the times, specified in Schedule A.2 or otherwise as agreed from time to time by the parties to this Contract; and

any such information or further document concerning the financing, procurement, implementation, operation and environmental matters of or for the Project as the Bank may reasonably require within a reasonable time,

The Borrowers shall submit for the approval of the Bank without delay any material change to the Project, also taking into account the disclosures made to the Bank in connection with the Project prior to the signing of this Contract, in respect of, inter alia, the price, design, plans, timetable or to the expenditure programme or financing plan for the Project;

The Borrowers shall promptly inform the Bank of:

any action or protest initiated or any objection raised by any third party or any genuine complaint received by any Borrower or any Environmental Claim that is to its knowledge commenced, pending or threatened against it with regard to environmental or other matters affecting the Project;

any fact or event known to any Borrower, which may substantially prejudice or affect the conditions of execution or operation of the Project;

a genuine allegation, complaint or information with regard to Criminal Offences related to the Project;

any non-compliance by it with any applicable Environmental Law; and

any suspension, revocation or modification of any Environmental Approval,

The Borrowers shall provide to the Bank, if so requested:

a certificate of its insurers showing fulfilment of the requirements of Article 6.05(c); and

annually, a list of policies in force covering the insured property forming part of the Project, together with confirmation of payment of the current premiums.

Information concerning the Borrowers

The Parent shall deliver to the Bank:

as soon as they become available but in any event within 180 (one hundred and eighty) days after the end of each of its financial years its audited consolidated and unconsolidated annual report, balance sheet, profit and loss account and auditors report for that financial year together with a Compliance Certificate as set out in Schedule D.2 signed by two directors reported on by reputable independent auditors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations; and

as soon as they become publicly available but in any event within 120 days after the end of each of the relevant accounting periods its interim consolidated and unconsolidated semi-annual report, balance sheet and profit and loss account for the first half-year of each of its financial years together with a Compliance Certificate as set out in Schedule D.2 signed by two directors confirming compliance with the financial covenants pursuant to Article 6.07 and with evidence of such compliance and related calculations;

as soon as Completion occurs, a certificate signed by a director of the Parent certifying that the “Cyberonics Merger Effective Time” (as such term is defined in the Transaction Agreement) has occurred in accordance with the Transaction Agreement; and

from time to time, such further information on its general financial situation as the Bank may reasonably require or such certificates of compliance with the undertakings of Article 6 as the Bank may deem necessary;

Each of the Borrowers shall inform the Bank immediately of:

any material alteration to its by-laws or memorandum and articles of association or shareholding structure and of any change of ownership of 5% or more of its shares after the Effective Date, other than in accordance with Article I (The Mergers) and Article II (Effect of the Merger on Capital Stock) of the Transaction Agreement;

any fact which obliges it to prepay any financial indebtedness or any European Union funding;

any event or decision that constitutes or may result in a Prepayment Event;

any intention on its part to grant any security over any of its assets in favour of a third party;

any intention on its part to relinquish ownership of any material component of the Project;

any fact or event that is reasonably likely to prevent the substantial fulfilment of any obligation of the Borrowers under this Contract;

any event listed in Article 10.01 having occurred or being threatened or anticipated;

any investigations concerning the integrity of the members of any of the Borrowers’ Board of Directors or other administrative body or managers;

to the extent permitted by law, any material litigation, arbitration, administrative proceedings or investigation carried out by a court, administration or similar public authority, which, to the best of its knowledge and belief, is current, imminent or pending against any Borrower or any of their controlling entities or members of any of the Borrowers’ management bodies in connection with Criminal Offences related to the Loan or the Project;

any measure taken by the Borrowers pursuant to Article 6.05(f) of this Contract; and

any litigation, arbitration or administrative proceedings or investigation which is current, threatened or pending and which might if adversely determined result in a Material Adverse Change.

Visits by the Bank

to visit the sites, installations and works comprising the Project,

to interview representatives of that Borrower, and not obstruct contacts with any other person involved in or affected by the Project; and

to review that Borrower’s books and records in relation to the execution of the Project and to be able to take copies of related documents to the extent permitted by the law.

Taxes, duties and fees

Other charges

Increased costs, indemnity and set-off

Each Borrower shall pay to the Bank any sums or expenses incurred or suffered by the Bank as a consequence of the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or compliance with any law or regulation made after the Effective Date, in accordance with or as a result of which (i) the Bank is obliged to incur additional costs in order to fund or perform its obligations under this Contract, or (ii) any amount owed to the Bank under this Contract or the financial income resulting from the granting of the Credit or the Loan by the Bank to the Borrower is reduced or eliminated.

Without prejudice to any other rights of the Bank under this Contract or under any applicable law, each Borrower shall indemnify and hold the Bank harmless from and against any loss incurred as a result of any payment or partial discharge that takes place in a manner other than as expressly set out in this Contract.

The Bank may set off any matured obligation due from any Borrower under this Contract (to the extent beneficially owned by the Bank) against any obligation (whether or not matured) owed by the Bank to that Borrower regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Bank may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. If either obligation is unliquidated or unascertained, the Bank may set off in an amount estimated by it in good faith to be the amount of that obligation.

Right to demand repayment

Immediate demand

if any Borrower does not pay on the due date any amount payable pursuant to this Contract at the place and in the currency in which it is expressed to be payable, unless (i) its failure to pay is caused by an administrative or technical error or a Disruption Event and (ii) payment is made within 3 (three) Business Days of its due date;

if any information or document given to the Bank by or on behalf of any of the Borrowers or any representation, warranty or statement made or deemed to be made by any of the Borrowers in or pursuant to this Contract or in connection with the negotiation or performance of this Contract is or proves to have been incorrect, incomplete or misleading in any material respect;

if, following any default of any Borrower or any other member of the Group in relation to any loan, or any obligation arising out of any financial transaction, other than the Loan

any Borrower or any other member of the Group is required or is capable of being required or will, following expiry of any applicable contractual grace period, be required or be capable of being required to prepay, discharge, close out or terminate ahead of maturity such other loan or obligation; or

any financial commitment for such other loan or obligation is cancelled or suspended,

if any Borrower or any member of the Group is unable to pay its debts as they fall due, or suspends its debts, or makes or seeks to make a composition with its creditors;

if any corporate action, legal proceedings or other procedure or step is taken in relation to the suspension of payments, a moratorium of any indebtedness, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) or an order is made or an effective resolution is passed for the winding up of any Borrower or any member of the Group, or if any Borrower or any member of the Group takes steps towards a substantial reduction in its capital, is declared insolvent or ceases or resolves to cease to carry on the whole or any substantial part of its business or activities;

if an encumbrancer takes possession of, or a receiver, liquidator, administrator, administrative receiver or similar officer is appointed, whether by a court of competent jurisdiction or by any competent administrative authority or by any person, of or over, any part of the business or assets of any Borrower or any member of the Group or any property forming part of the Project;

if any Borrower or any member of the Group defaults in the performance of any obligation in respect of any other loan granted by the Bank or financial instrument entered into with the Bank;

if any Borrower or any member of the Group defaults in the performance of any obligation in respect of any other loan made to it from the resources of the Bank or the European Union;

if any distress, execution, sequestration or other process is levied or enforced upon the property of the Borrower or any property forming part of the Project and is not discharged or stayed within 14 (fourteen) days;

if a Material Adverse Change occurs, as compared with the Borrowers’ condition at the Effective Date; or

if it is or becomes unlawful for any Borrower to perform any of its obligations under this Contract or other transactional documents or this Contract or other transactional documents is not effective in accordance with its terms or is alleged by any Borrower to be ineffective in accordance with its terms.

Demand after notice to remedy

if any Borrower fails to comply with any obligation under this Contract not being an obligation mentioned in Article 10.01A; or

if any fact related to the Borrower or the Project stated in the Recitals materially alters and is not materially restored and if the alteration either prejudices the interests of the Bank as lender to the Borrower or adversely affects the implementation or operation of the Project,

Other rights at law

Indemnity

Fixed Rate Tranches

Floating Rate Tranches

General

Non-Waiver

Governing Law

Jurisdiction

The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising out of or in connection with this Contract (including a dispute regarding the existence, validity or termination of this Contract or the consequences of its nullity) or any non-contractual obligation arising out of or in connection with this Contract.

The parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes between them and, accordingly, that they will not argue to the contrary.

Agent of Service

Place of performance

Evidence of sums due

Third party rights

Entire Agreement

Invalidity

the legality, validity or enforceability in that jurisdiction of any other term of this Contract or the effectiveness in any other respect of this Contract in that jurisdiction; or

the legality, validity or enforceability in other jurisdictions of that or any other term of this Contract or the effectiveness of this Contract under the laws of such other jurisdictions.

Amendments

Counterparts

Notices to the Parties

For the Bank

Attention: Ops A/MA/2-IM BK&CORP/-/-

100 boulevard Konrad Adenauer

L-2950 Luxembourg

Facsimile no: +352 4379 55420

For the Parent

Attention: Head of Treasury

LivaNova PLC, Italian Branch

Via Benigno Crespi, 17

Italy, 20159 Milano

Facsimile no.: + 39 02 69969513

For the French Subsidiary

Finance Manager

Sorin CRM SAS

4 Avenue Réaumur

France, 92140 Clamart Cdx

Facsimile no.: +33 1 46013460

For the Italian Subsidiary

Finance Manager

Via Benigno Crespi, 17

Italy, 20159 Milano

Facsimile no.: + 39 02 69969513

Form of notice

Recitals and Schedules

Schedule A

Technical Description and Reporting

Schedule B

Definition of EURIBOR

Schedule C

Forms for Borrowers

Schedule D

Certificates to be provided by the Borrowers

Schedule E

Financial Ratios

Schedule F

Existing Security

Dispatch of information: designation of the person responsible

Company

LivaNova PLC, Italian Branch

Contact person

Mr Maurizio Borelli

Title

Head of Treasury

Function / Department

Address

Via Benigno Crespi,17

Italy, 20159 Milano

Phone

+ 39 02 69969 717

Fax

+ 39 02 69969 513

Email

maurizio.borelli@livanova.com

Information on the project’s implementation

Project Progress Report

–

A brief update on the technical description, explaining the reasons for significant changes vs. initial scope;

–

Update on the date of completion of each of the main project’s components, explaining reasons for any possible delay;

–

Update on the cost of the project (actual and updated forecasts for the following years), explaining reasons for any significant cost variations vs. initial budgeted costs – refer to table1 below;

–

A description of any major issue with impact on the environment;

–

Update on the project’s demand or usage and comments;

–

Any significant issue that has occurred and any significant risk that may affect the project’s operation;

–

Any legal action concerning the project that may be on-going.

EUR m

distribution

CS global

CS Italy

CS France

Cardiac Surgery

CRM global

CRM Italy

CRM France

Cardiac Rhythm Management

NV global

NV Italy

NV France

New Ventures

Total Italy

Total France

TOTAL

Information on the end of works and first year of operation

Project Completion Report, including:

30/06/2017

–    

A brief description of the technical characteristics of the project as completed, explaining the reasons for any significant change;

–    

The implementation results of each of the main project’s components explaining reasons for any variation and/or delay;

–    

The final cost of the project, explaining reasons for any possible cost variations vs. initial budgeted cost - refer to table1;

–    

The number of people employed during the implementation of the R&D project (2014-2016): yearly average workload (FTEs) actually generated by the project in Italy and France; Please provide the breakdown by BU and location;

–    

The number of new jobs created (R&D, operations) as a result of the R&D project in Italy and France if any, and the actual total number of R&D employees (FTEs) at the end of the project by segment (CS, CRM, NV) and by location (worldwide and Europe);

–    

Update on the market trends for CS (HV and CP), CRM and NV and Sorin’s market share and competitive position;

–    

The following information:

Sorin’s accounts for the period 2014-2016 (P&L, Balance Sheet, Cash Flow statements);

The number of patent applications and the number of patents granted during the period 2014-2016; Please provide the breakdown per year and per segment CS (HV&CP) and CRM; Any additional information regarding NV would also be appreciated;

the number of publications in the CRM segment (clinical publications); any additional information on the other segments would also be useful.

–    

A description of any major issue with impact on the environment;

–    

Update on the project’s demand or usage and comments;

–    

Any significant issue that has occurred and any significant risk that may affect the project’s operation;

–    

Any legal action concerning the project that may be on-going.

Language of reports

English

EURIBOR

in respect of a relevant period of less than one month, the Screen Rate (as defined below) for a term of one month;

in respect of a relevant period of one or more months for which a Screen Rate is available, the applicable Screen Rate for a term for the corresponding number of months; and

in respect of a relevant period of more than one month for which a Screen Rate is not available, the rate resulting from a linear interpolation by reference to two Screen Rates, one of which is applicable for a period next shorter and the other for a period next longer than the length of the relevant period,

GENERAL

All percentages resulting from any calculations referred to in this Schedule will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with halves being rounded up.

The Bank shall inform the relevant Borrower without delay of the quotations received by the Bank.

If any of the foregoing provisions becomes inconsistent with provisions adopted under the aegis of EMMI and EURIBOR ACI (or any successor to that function of EMMI and EURIBOR ACI as determined by the Bank), the Bank may by notice to the relevant Borrower amend the provision to bring it into line with such other provisions.

Loan Name (*):

GRUPPO SORIN R&D (2013-0335)

Signature Date (*):

Contract FI number:

83.445(IT)

Currency

Amount

Reserved for the Bank

Total Credit Amount:

Annual

¨    

Semi-annual

¨

Disbursed to date:

Quarterly

¨

Balance for disbursement:

Current disbursement:

Annual

¨

Semi-annual

¨

Balance after disbursement:

Quarterly

¨

Equal instalments

¨

Constant annuities

¨

Disbursement deadline:

Minimum Tranche size:

Total allocations to date:

Conditions precedent:

  Yes / No

Relevant Borrower’s account to be credited:

Acc. No:                                                                                                                  

(please, provide IBAN format in case of disbursements in EUR, or appropriate format for the relevant currency)

Bank name, address:                                                                                      

Please transmit information relevant to:

Relevant Borrower’s authorised name(s) and signature(s):

To:

European Investment Bank

From:

[Borrowers]

Date:

Subject:

Finance Contract between European Investment Bank and [Borrower] dated ● (the “Finance Contract”)

FI number 83.445 (IT)             Serapis number 2013-0335

no Prepayment Event has occurred and is continuing unremedied;

we are in compliance with the financial covenants pursuant to Article 6.07 and attached is evidence of such compliance and related calculations;

no security of the type prohibited under Article 7.02 has been created or is in existence;

there has been no material change to any aspect of the Project or in respect of which we are obliged to report under Article 8.01, save as previously communicated by us;

we have sufficient funds available to ensure the timely completion and implementation of the Project in accordance with Schedule A.1;

no event or circumstance which constitutes or would with the passage of time or giving of notice under the Finance Contract constitute an Event of Default has occurred and is continuing unremedied or unwaived;

no litigation, arbitration administrative proceedings or investigation is current or to our knowledge is threatened or pending before any court, arbitral body or agency which has resulted or if adversely determined is reasonably likely to result in a Material Adverse Change, nor is there subsisting against us or any of our subsidiaries any unsatisfied judgement or award;

the representations and warranties to be made or repeated by us under Article 6.15 are true in all material respects; and

no Material Adverse Change has occurred, as compared with the situation at the Effective Date.

[insert details and computations of covenants to be certified];

[no security of the type prohibited under Article 7.02 has been created or is in existence;]

[no event or circumstance which constitutes or would with the passage of time or giving of notice under the Finance Contract constitute an Event of Default has occurred and is continuing unremedied or unwaived. [If this statement cannot be made, this certificate should identify any potential event of default that is continuing and the steps, if any, being taken to remedy it].

Consolidated Net Financial Indebtedness to Consolidated EBITDA: Consolidated Net Financial Indebtedness as at any Accounting Date shall not be more than 2.50x times the Consolidated EBITDA for the Test Period ending on that Accounting Date, provided that for the purposes of determining this ratio as of an Accounting Date falling on 30 June, “Consolidated EBITDA” shall mean the “Consolidated EBITDA” calculated in respect of the period of twelve months ending on the last day of the first semester of the Borrowers’ fiscal year

Consolidated Net Financial Indebtedness to Consolidated Net Worth: Consolidated Net Financial Indebtedness as at any Accounting Date shall not be more than 0.50 x times the Consolidated Net Worth as at that Accounting Date.

Consolidated EBITDA to Consolidated Total Net Interest Payable: Consolidated EBITDA for the Test Period ending on an Accounting Date shall not be lower than 6.30 x times the Consolidated Total Net Interest Payable for that Test Period.

Consolidated Net Worth: the Consolidated Net Worth shall at no times be lower, at any time, than USD 725,000,000.00.

Amount

as of 31/03/2014

Type of

Security

Sorin CRM SAS

Sorin Group Italia Srl

Sorin Site Management Srl

Sorin Group Italia Srl

Sorin Group Italia Srl

Total amount