EX-10.1



 Exhibit 10.1 

FI N° 83.445 (IT)        

Serapis N° 2013-0335 
 GRUPPO
SORIN R&D 
 Amendment Agreement in relation to the 

Finance Contract signed on 

6 May 2014 in Luxembourg 

between the 
 European
Investment Bank 
 and 

Sorin S.p.A., LivaNova PLC, Sorin CRM S.A.S. 

and Sorin Group Italia S.r.l. 







 CONTENTS 
  

							
	Clause	 	 	  	Page	 
			
	 1.
	 	INTERPRETATION	  	 	3	  
			
	 2.
	 	AMENDMENT AND RESTATEMENT OF THE FINANCE CONTRACT	  	 	4	  
			
	 3.
	 	GUARANTOR CONFIRMATION	  	 	4	  
			
	 4.
	 	REPRESENTATIONS AND WARRANTIES	  	 	5	  
			
	 5.
	 	FEES AND EXPENSES	  	 	5	  
			
	 6.
	 	MISCELLANEOUS	  	 	5	  
			
	 7.
	 	GOVERNING LAW AND JURISDICTION	  	 	6	  
		
	 SCHEDULE 1
	  	 	7	  
			
		 	CONDITIONS PRECEDENT	  			
		
	 SCHEDULE 2
	  	 	9	  
			
		 	AMENDED AND RESTATED FINANCE CONTRACT	  			








 THIS AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) is dated
2 October 2015 and made between: 
  

	(1)	 The European Investment Bank, having its seat at 100 blvd Konrad Adenauer, Luxembourg, L-2950 Luxembourg (the “Bank”);



  

	(2)	 Sorin S.p.A., a company incorporated in Italy having its registered office at Via Benigno Crespi, 17, 20159 Milano, Italy (the
“Italian Holdco”); 


  

	(3)	 Sorin CRM S.A.S., a company incorporated in France having its registered office at 4 Avenue Réaumur, 92140 Clamart
Cedex – France (the “French Subsidiary”); 


  

	(4)	 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”); and 


  

	(5)	 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 “UK Holdco”). 


 WHEREAS:

  

	(A)	 The Italian Holdco, the French Subsidiary, the Italian Subsidiary and the Bank entered into a research and development finance contract dated
6 May 2014 (the “Finance Contract”). 


  

	(B)	 The Italian Holdco has entered into a transaction agreement dated 23 March 2015 with, among others, Cyberonics, Inc., a Delaware corporation
listed on NASDAQ (“Cyberonics”) (the “Transaction Agreement”). Pursuant to the Transaction Agreement, it is expected that the Italian Holdco will merge with and into its wholly-owned subsidiary UK Holdco, with UK
Holdco being the surviving entity. 


  

	(C)	 The Italian Holdco, the French Subsidiary, the Italian Subsidiary and the Bank have agreed to enter into this agreement in order to amend the terms
of the Finance Contact in the manner set out below. 


  

	(D)	 The parties acknowledge that the purpose of the Finance Contact, being research and development activities in Italy and France for the 2014-2016
period, is not impacted by the transaction. 


 IT IS AGREED as follows: 

 

	1.	 INTERPRETATION 


  

	1.1	 Definitions 



In this Agreement: 

“Companies” means, collectively, the UK Holdco, the Italian Holdco, the French Subsidiary and the Italian
Subsidiary. 
 “Effective Date” means the date on which the Bank confirms to UK Holdco in writing (including
by electronic mail or other electronic means) that the Bank has received in a form and substance satisfactory to it (acting reasonably) each of the documents and other evidence listed in Schedule 1 (Conditions Precedent). 

“Merger” has the meaning given to it under the Finance Contract (as amended and restated pursuant to this
Agreement). 








	1.2	 Construction 


  

	 	(a)	 Terms defined in the Finance Contract (as amended and restated pursuant to this Agreement) shall have the same meaning when used in this Agreement.



  

	 	(b)	 In this Agreement, references to: 


  

	 	(i)	 Clauses and Schedules are, save if explicitly stipulated otherwise, references respectively to clauses of, and recitals and schedules to this
Agreement; 


  

	 	(ii)	 a provision of law are references to that provision as amended or re-enacted; and 



 

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



  

	1.3	 Third Party Rights 



A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or
enjoy the benefit of any term of this Agreement. 
  

	2.	 AMENDMENT AND RESTATEMENT OF THE FINANCE CONTRACT 



 

	2.1	 The Finance Contract 



With effect from (and including) the Effective Date, the Finance Contract shall be amended and restated as set out in Schedule
2 (Amended and Restated Finance Contract). 
  

	2.2	 Continuing Effect 



Except as amended by the terms of this Agreement, the Finance Contract shall remain in full force and effect and any reference
in the amended and restated Finance Contract or to any provision of the Finance Contract will be construed as a reference to the amended and restated Finance Contract, or that provision, as amended and restated by this Agreement. 

 

	2.3	 Further Assurance 



Each Company shall, at the reasonable request of the Bank and at its own expense, do all such acts and things necessary or
desirable to give effect to the amendments effected or to be effected pursuant to this Agreement. 
  

	3.	 GUARANTOR CONFIRMATION 


  

	3.1	 Guarantee Confirmation 



Each Co-debtor confirms that, with effect from (and including) the Effective Date, the co-debtorship under Article 1.11
(Co-debtorship: joint and several liability) of the amended and restated Finance Contract and the guarantees and indemnities set out in Article 7.01 (Guarantee and Indemnity) of the amended and restated Finance Contract shall: 

 

	 	(a)	 continue to apply in respect of the obligations of each Co-debtor under the amended and restated Finance Contract; and 



 

	 	(b)	 extend to all new obligations of any Co-debtor under the amended and restated Finance Contract arising from the amendments effected by this
Agreement, subject only to the guarantee limitations set out in Article 7.01I (Limitation of the Obligations of the French Subsidiary) of the amended and restated Finance Contract. 










	3.2	 Changes to the parties of the Finance Contract 


  

	 	(a)	 As a result of and with effect from the completion of the Merger, UK Holdco shall by operation of law assume all of the rights and obligations of
Italian Holdco, including those under the original Finance Contract. 


  

	 	(b)	 With effect from (and including) the Effective Date, and subject to the completion of the Merger, UK Holdco agrees to be a party to the amended and
restated Finance Contract as the “Parent” and to be bound by the obligations expressed to be performed by the “Parent” thereunder. 


  

	4.	 REPRESENTATIONS AND WARRANTIES 



UK Holdco, the French Subsidiary and the Italian Subsidiary make each of the representations and warranties in Article 6.15
(General Representations and Warranties) of the amended and restated Finance Contract (by reference to the facts and circumstances then existing) on; 
  

	 	(a)	 the date of this Agreement, provided that any reference in Article 6.15 (General Representations and Warranties) of the amended and restated
Finance Contract to “this Contract” shall be read as though it were a reference to this Agreement; and 


  

	 	(b)	 the Effective Date. 


  

	5.	 FEES AND EXPENSES 


  

	5.1	 Costs and Expenses 


  

	 	(a)	 Each Company shall pay promptly on demand to the Bank the amount of all charges and expenses, including professional, banking or exchange charges
incurred by the Bank in connection with the preparation, execution, implementation, enforcement and termination of this Agreement or any related document and any amendment, supplement or waiver in respect of this Agreement or any related document.



  

	 	(b)	 Each Company shall pay all Taxes, duties, fees and other impositions of whatsoever nature, including stamp duty and registration fees, arising out
of the execution or implementation of this Agreement. 


  

	5.2	 Amendment Fee 



An amendment fee of EUR 25,000.00 (twenty-five thousand euros) shall be due by the Companies to the Bank in connection with the
execution of this Agreement. This amount shall be paid within 15 days following the date of the relevant invoice sent by the Bank to the Companies, indicating the number of the Bank’s invoice as reference. 

 

	6.	 MISCELLANEOUS 


  

	6.1	 Counterparts 



This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. 








	6.2	 Partial Invalidity 



If at any time any term of this Agreement is or becomes illegal, invalid or unenforceable in any respect, or this Agreement is
or becomes ineffective in any respect, under the laws of any jurisdiction, such illegality, invalidity, unenforceability or ineffectiveness shall not affect: 
  

	 	(a)	 the legality, validity or enforceability in that jurisdiction of any other term of this Agreement or the effectiveness in any other respect of this
Agreement in that jurisdiction; or 


  

	 	(b)	 the legality, validity or enforceability in other jurisdictions of that or any other term of this Agreement or the effectiveness of this Agreement
under the laws of such other jurisdictions. 


  

	6.3	 Remedies and Waivers 



No failure or delay or single or partial exercise by the Bank in exercising any of its rights or remedies under this Agreement
shall be construed as a waiver of such right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. 

 

	7.	 GOVERNING LAW AND JURISDICTION 


  

	7.1	 Governing Law 



This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law. 

 

	7.2	 Jurisdiction 


  

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



 

	 	(b)	 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. 


  

	7.3	 Agent of Service 



Without prejudice to any other mode of service allowed under any relevant law, each of the Italian Holdco, the French
Subsidiary and the Italian Subsidiary hereby irrevocably appoints LivaNova PLC, at c/o Legalinx Limited, 1 Fetter Lane, London EC4A 1BR, United Kingdom as its agent of service for the purposes of accepting service on its behalf of any writ, notice,
order, judgement or other legal process (and UK Holdco by its execution of this Agreement accepts that appointment). Each of the Italian Holdco, the French Subsidiary and the Italian Subsidiary agrees that failure by a process agent to notify it of
the process will not invalidate the proceedings concerned. 
 IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed in 6 (six) originals in the English language. 







 SCHEDULE 1 

CONDITIONS PRECEDENT 
  

	1)	 Companies 


  

	 	a)	 A copy of the constitutional documents of each Company or a certificate of an authorised signatory of each relevant Company certifying that the
constitutional documents previously delivered to the Bank for the purposes of the original Finance Contract have not been amended and remain in full force and effect. 



 

	 	b)	 A copy of the relevant authority of signatories of each Company, including a resolution of the board of directors, or any other competent corporate
authority, of each of UK Holdco, the French Subsidiary and the Italian Subsidiary: 


  

	 	i.	 approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement; 



 

	 	ii.	 authorising a specified person or persons to execute this Agreement on its behalf; and 



 

	 	iii.	 in the case of a Company other than UK Holdco, authorising UK Holdco to act as its agent in connection with this Agreement. 



 

	 	c)	 If applicable, a copy of any power of attorney authorising the person or persons specified therein to sign this Agreement to which it is a party.



  

	 	d)	 A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above and, if applicable, any power of
attorney referred to in paragraph (c). 


  

	 	e)	 A certificate of an authorised signatory of the relevant Company certifying that each copy document relating to it specified in this Schedule 1 is
correct, complete and in full force and effect as at a date no earlier than the date of this Agreement. 


  

	2)	 Amendment agreement 



Two originals of this Agreement duly executed by the parties thereto. 

 

	3)	 Legal Opinions 



Legal opinions issued by the external legal counsel of the Companies on (i) the due incorporation, capacity and corporate
authorizations of each of the Companies; and (ii) on the legal, valid, binding and enforceable obligations by each of the Companies under this Agreement in accordance with their respective law of their jurisdiction of incorporation,
substantially in the form distributed to the Bank prior to signing this Agreement. 
  

	4)	 Merger 


  

	 	a)	 Copy of the Transaction Agreement executed by the parties to that document. 



 

	 	b)	 A certificate of UK Holdco (signed by a director) certifying that: 



 

	 	i.	 the Merger has become effective (attaching supporting evidence including a copy of the order given by the High Court of England and Wales
sanctioning the Merger); 










	 	ii.	 each of the matters specified in sections 6.01 and 6.02 of the Transaction Agreement relating to the Merger have been satisfied or, with the
consent of the Bank, waived, except for any waiver which is not materially adverse to the interests of the Bank; 


  

	 	iii.	 the Transaction Agreement has not been amended, varied, novated, supplemented, superseded, waived or terminated in a way which is materially
adverse to the interests of the Bank, except with the consent of the Bank; and 


  

	 	iv.	 UK Holdco is not aware of any material breach of any warranty or any material claim under the Transaction Agreement. 



 

	5)	 Other documents or evidence 



Evidence of the payment of the amendment fee set out in Article 5.2 (Amendment Fee) of this Agreement. 







 SCHEDULE 2 

AMENDED AND RESTATED FINANCE CONTRACT 







 SIGNATORIES 

THE BANK 
 Signed for and on behalf of the

 EUROPEAN INVESTMENT BANK 
  

									
		  	The Head of Division	  		 	The Financial Monitoring Officer	  	
		  	/s/ Massimo Novo                         	  		 	/s/ Marcella Bellucci                     	  	
		  	Massimo NOVO	  		 	Massimo BELLUCCI	  	

 this 2nd day of October 2015, in Luxembourg 








	
	THE ITALIAN HOLDCO
	
	 for and on behalf of Sorin S.p.A.

	
	/s/ Demetrio Mauro
	
	Name: Demetrio Mauro
	
	Title: Duly Authorized Attorney









	
	THE FRENCH SUBSIDIARY
	
	 for and on behalf of Sorin CRM S.A.S.

	
	/s/ Demetrio Mauro
	
	 Name: Demetrio Mauro

	
	 Title: Duly Authorized Attorney










	
	THE ITALIAN SUBSIDIARY
	
	 for and on behalf of Sorin Group Italia S.r.l.

	
	/s/ Demetrio Mauro
	
	 Name: Demetrio Mauro

	
	 Title: The Managing Director










	
	THE UK HOLDCO
	
	 for and on behalf of LivaNova PLC

	
	 by its duly authorised attorney pursuant to

	
	 a power of attorney dated 20 July 2014

	
	/s/ Giorgio Cottura
	
	 Name: Mr Giorgio Cottura

	
	 Title: Duly authorised attorney